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
GAIN Capital Holdings, Inc. [ GCAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2012 | ||||||||||||||||||||||||||
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(3) | 06/11/2012 | M | 11,491 | A | $2.43 | 34,994(2) | D | |||
Common Stock(1) | 06/11/2012 | S | 11,491 | D | $5.0004 | 23,503(2) | D | |||
Common Stock(3) | 06/12/2012 | M | 2,995 | A | $2.43 | 26,498(2) | D | |||
Common Stock(1) | 06/12/2012 | S | 2,995 | D | $5.0006 | 23,503(2) | 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 | ||||||||
Stock Option (Right to Buy) | $2.43 | 06/11/2012 | M | 11,491 | (4) | (4) | Common Stock | 11,491 | $0 | 3,491 | D | ||||
Stock Option (Right to Buy) | $2.43 | 06/12/2012 | M | 2,995 | (4) | (4) | Common Stock | 2,995 | $0 | 496 | D |
Explanation of Responses: |
1. The shares were sold pursuant to a sales plan dated May 31, 2011, which complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. |
2. Includes 14,151 shares acquired through a restricted stock unit grant on March 1, 2012, which shares vest on a monthly basis beginning on the first day following Company's 2012 annual meeting of shareholders, and 9,352 shares acquired through a restricted stock award on March 23, 2011, which shares vest on a monthly basis beginning on the first day following the Company's 2011 annual meeting of shareholders, or June 16, 2011. As of the date of this report, of such restricted stock units and restricted stock awards, 8,573 shares are vested and 14,930 shares are unvested. |
3. Reflects shares acquired upon exercise of stock options listed in Table II below pursuant to a sales plan dated May 31, 2011, which complies with the requirements of Rule 10b5-1(c)(1) under the Securities and Exchange Act of 1934, as amended. |
4. Such stock options were granted on December 30, 2005 and vested ratably over three years, with one-third of the options vesting on each of the first three anniversaries of the grant date. The options have term of ten years. As of the date of this report, 496 are vested and 0 are unvested. |
/s/ Christopher W. Calhoun | 06/13/2012 | |
** 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. |