SEC FORM 4

SEC Form 4

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^*

Jersey Partners Inc.

(Last)

(First)

(Middle)

C/O GFI GROUP INC.

100 WALL STREET

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GFI Group Inc. [ GFIG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/31/2005		C		5,893,846	D	⁽¹⁾	0	D
Common Stock	01/31/2005		C		5,893,846	A	⁽¹⁾	14,314,898⁽⁷⁾	D
Common Stock	01/31/2005		S		631,574⁽⁶⁾	D	$21	13,683,324	D
Common Stock	01/31/2005		C		35,087	A	⁽²⁾	13,718,411	D
Common Stock	01/31/2005		C		21,052	A	⁽⁴⁾	39,712⁽⁸⁾	I	See footnote⁽³⁾
Common Stock	01/31/2005		C		106,631	A	⁽²⁾	106,631	I	See footnote⁽⁵⁾
Common Stock	01/31/2005		C		262,894	A	⁽²⁾	262,894	I	See footnote⁽⁵⁾
Common Stock	01/31/2005		C		387,105	A	⁽²⁾	387,105	I	See footnote⁽⁵⁾
Common Stock	01/31/2005		C		36,842	A	⁽²⁾	36,842	I	See footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	01/31/2005		C			35,087	⁽²⁾	⁽²⁾	Common Stock	35,087	⁽²⁾	0	D
Series B Preferred Stock	⁽⁴⁾	01/31/2005		C			19,953	⁽⁴⁾	⁽⁴⁾	Common Stock	21,052	⁽⁴⁾	0	I	See footnote⁽³⁾
Series A Preferred Stock	⁽²⁾	01/31/2005		C			106,631	⁽²⁾	⁽²⁾	Common Stock	106,631	⁽²⁾	0	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽²⁾	01/31/2005		C			262,894	⁽²⁾	⁽²⁾	Common Stock	262,894	⁽²⁾	0	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽²⁾	01/31/2005		C			387,105	⁽²⁾	⁽²⁾	Common Stock	387,105	⁽²⁾	0	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽²⁾	01/31/2005		C			36,842	⁽²⁾	⁽²⁾	Common Stock	36,842	⁽²⁾	0	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Each share of Class A Common Stock automatically converted into one share of Common Stock immediately before the closing of the Issuer's initial public offering.

2. Each share of Series A Preferred Stock automatically converted into one share of Common Stock immediately before the closing of the Issuer's initial public offering.

3. Represents 19,953 shares of Series B Preferred Stock held by N-Two LLC, a subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners Inc. Following the closing of the Issuer's initial public offering, N-Two LLC, a subsidiary of Jersey Partners Inc., owns 39,712 shares of Common Stock.

4. Each share of Series B Preferred Stock automatically converted into approximately 1.06 share of Common Stock immediately before the closing of the Issuer's initial public offering.

5. Represents 387,105 shares of Series A Preferred Stock owned by Magnetic Holdings International (DE) LLC, 262,894 shares of Series A Preferred Stock owned by Magnetic Holdings International (DNE) LLC, 106,361 shares of Series A Preferred Stock owned by Magnetic Holdings International (FE) LLC and 36,842 shares of Series A Preferred Stock owned by Magnetic Holdings International (FNE) LLC, all of which converted into shares of Common Stock immediately before the closing of the Issuer's initial public offering. Magnetic Management LLC is the managing member of each of these entities and is a wholly-owned subsidiary of Jersey Partners Inc. Through Magnetic Management LLC, Jersey Partners Inc. has voting power with respect to these shares but disclaims beneficial ownership.

6. Represents 631,574 shares of Common Stock sold by Jersey Partners Inc. as part of the Issuer's initial public offering.

7. Includes 8,421,052 shares of Common Stock previously reported as owned by Jersey Partners Inc.

8. Includes 18,660 shares of Common Stock previously reported as owned by N-Two LLC.

	Christopher D'Antuono, Attorney-in-fact	01/30/2005
	** Signature of Reporting Person	Date
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