FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GFI Group Inc. [ GFIG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 5,264 | I | See footnote(1) | |||||||
Common Stock | 238,848 | I | See footnote(2) | |||||||
Common Stock | 12/03/2010 | X(8) | 48,507(8) | D | $2.38 | 50,777,053 | I | See footnote(3) | ||
Common Stock | 42,104 | I | See footnote(4) | |||||||
Common Stock | 1,112,258(6) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (5) | (7) | (7) | Common Stock | 11,091 | 11,091 | D |
Explanation of Responses: |
1. Represents 5,264 shares of Common Stock owned by Magnetic Management LLC. Magnetic Management LLC is a wholly-owned subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners, Inc. Through Jersey Partners, Inc., Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership. |
2. Represents 238,848 shares of Common Stock owned by N-Two LLC, a subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners, Inc. |
3. Represents 50,777,053 shares of Common Stock owned by Jersey Partners, Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners, Inc. |
4. Represents 42,104 shares of Common Stock owned by the Gooch Investment Trust. Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership. |
5. The Restricted Stock Units settle 1 for 1 upon vesting. |
6. Includes 1,320 shares owned by the Reporting Person's children. The Reporting Person disclaims beneficial ownership with respect to these shares. This amount no longer Includes 200,000 shares owned by a sibling of the Reporting Person. The Reporting Person previously held these shares as a nominee for his sibling. The Reporting Person disclaimed all pecuniary interest and beneficial ownership with respect to these shares. |
7. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2008. |
8. Represents the delivery of shares in satisfaction of the exercise of an option granted by Jersey Partners Inc. on August 15, 2001 to purchase 189,472 shares of Common Stock minus 140,965 shares that were withheld in satisfaction of the exercise price and associated tax liabilities. |
Christopher D'Antuono, Attorney-in-fact | 12/07/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |