0000950103-20-015238.txt : 20200804 0000950103-20-015238.hdr.sgml : 20200804 20200804171033 ACCESSION NUMBER: 0000950103-20-015238 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200731 FILED AS OF DATE: 20200804 DATE AS OF CHANGE: 20200804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rose Nigel CENTRAL INDEX KEY: 0001656645 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35008 FILM NUMBER: 201074199 MAIL ADDRESS: STREET 1: 34TH FLOOR (GCG, 34-03) STREET 2: 25 CANADA SQUARE CITY: LONDON STATE: X0 ZIP: E14 5LQ ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GAIN Capital Holdings, Inc. CENTRAL INDEX KEY: 0001444363 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 204568600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BEDMINSTER ONE, SUITE 11 STREET 2: 135 US HWY 202/206 CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 908-731-0700 MAIL ADDRESS: STREET 1: BEDMINSTER ONE, SUITE 11 STREET 2: 135 US HWY 202/206 CITY: BEDMINSTER STATE: NJ ZIP: 07921 4 1 dp133846_4-rose.xml FORM 4 X0306 4 2020-07-31 1 0001444363 GAIN Capital Holdings, Inc. GCAP 0001656645 Rose Nigel C/O GAIN CAPITAL HOLDINGS, INC. BEDMINSTER ONE, 135 US HWY. 202/206 BEDMINSTER NJ 07921 0 1 0 0 Chief Financial Officer Common Stock 2020-07-31 4 D 0 61984 6.00 D 35011 D Common Stock 2020-07-31 4 D 0 30811 6.00 D 4200 D Common Stock 2020-07-31 4 D 0 4200 6.00 D 0 D Common Stock 2020-07-31 4 A 0 22935 6.00 A 22935 D Common Stock 2020-07-31 4 D 0 22935 6.00 D 0 D On July 31, 2020, Gain Capital holdings, Inc. (the "Issuer") and StoneX Group Inc. (f/k/a INTL FCStone Inc.) completed the merger (the "Merger") contemplated by the Agreement and Plan of Merger among the parties thereto, dated as of February 26, 2020 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Issuer common stock reported in Table I above was converted into the right to receive $6.00 in cash (the "Merger Consideration"). Disposed of pursuant to the terms of the Merger Agreement under which each restricted stock unit ("RSU") that is subject to time-based vesting was canceled in exchange for a cash payment representing a number of shares of common stock subject to such RSU, multiplied by the Merger Consideration. Disposed of pursuant to the terms of the Merger Agreement under which each performance-based RSU ("PRSU") for which the performance period has ended was canceled in exchange for a cash payment representing a number of shares of common stock subject to such PRSU determined based on actual performance during the performance period, multiplied by the Merger Consideration. On March 14, 2019, the reporting person received a compensatory grant of PRSUs for which vesting was dependent on the Issuer's performance. Pursuant to the Merger Agreement, such PRSUs for which the performance period has not ended were vested at target performance as of the Merger. Disposed of pursuant to the terms of the Merger Agreement under which each PRSU for which the performance period has not ended was canceled in exchange for a cash payment representing a number of shares of common stock subject to such PRSU determined based on target performance, multiplied by the Merger Consideration. /s/ Nigel Rose 2020-08-04