SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Calhoun Christopher Warren

(Last)

(First)

(Middle)

C/O GAIN CAPITAL HOLDINGS, INC.

BEDMINSTER ONE135 ROUTE 202/206

(Street)

BEDMINSTER NEW JERSEY

07921

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2010

3. Issuer Name and Ticker or Trading Symbol
GAIN Capital Holdings, Inc. [ GCAP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	45,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	06/15/2015	Common Stock	10,833	$4.5	D
Stock Option (Right to Buy)	⁽²⁾	12/30/2015	Common Stock	29,833	$5.5	D
Stock Option (Right to Buy)	⁽²⁾	01/31/2016	Common Stock	25,000	$6.5	D
Restricted Stock Units	⁽³⁾⁽⁴⁾	⁽⁴⁾	Common Stock	15,000⁽⁴⁾	$0	D
Restricted Stock Units	⁽³⁾⁽⁴⁾	⁽⁴⁾	Common Stock	40,000⁽⁴⁾	$0	D
Restricted Stock Units	⁽³⁾⁽⁴⁾	⁽⁴⁾	Common Stock	20,000⁽⁴⁾	$0	D

Explanation of Responses:

1. Each share of common stock will be adjusted to reflect a 2.29-for-1 stock split of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering, subject to certain conditions.

2. Each share of common stock underlying these options will be adjusted to reflect a 2.29-for-1 stock split of our common stock immediately prior to the closing of the Issuer's initial public offering, subject to certain conditions. Such stock options vest ratably over three years, with one-third of the options vesting on each of the first three anniversaries of the grant date and have a term of ten years.

3. Each share of common stock underlying these restricted stock units will be adjusted to reflect a 2.29-for-1 stock split of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering, subject to certain conditions.

4. Such restricted stock units vest ratably over four years, with one-fourth of the Restricted Stock Units vesting on each of the first four anniversaries of the grant date. There is no expiration date for the restricted stock units. Vested shares will be delivered to the reporting person in 2014.

	/s/ Christopher E. Calhoun	12/14/2010
	** 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 5 (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.
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