0000950103-20-015255.txt : 20200804
0000950103-20-015255.hdr.sgml : 20200804
20200804174909
ACCESSION NUMBER: 0000950103-20-015255
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200524
FILED AS OF DATE: 20200804
DATE AS OF CHANGE: 20200804
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stevens Glenn Henry
CENTRAL INDEX KEY: 0001472938
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35008
FILM NUMBER: 201074515
MAIL ADDRESS:
STREET 1: 550 HILLS DRIVE, SUITE 210
CITY: BEDMINSTER
STATE: NJ
ZIP: 07921
FORMER NAME:
FORMER CONFORMED NAME: Stevens Glenn H
DATE OF NAME CHANGE: 20090923
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
dp133844_4-stevens.xml
FORM 4
X0306
4
2020-05-24
1
0001444363
GAIN Capital Holdings, Inc.
GCAP
0001472938
Stevens Glenn Henry
C/O GAIN CAPITAL HOLDINGS, INC.
BEDMINSTER ONE, 135 US HWY. 202/206
BEDMINSTER
NJ
07921
1
1
0
0
President, CEO & Director
Common Stock
2020-07-31
4
D
0
1699283
6.00
D
138533
D
Common Stock
2020-07-31
4
D
0
117533
6.00
D
21000
D
Common Stock
2020-07-31
4
D
0
21000
6.00
D
0
D
Common Stock
2020-05-24
4
A
0
19103
6.00
D
19103
D
Common Stock
2020-07-31
4
D
0
19103
6.00
D
0
D
Common Stock
2020-07-31
4
A
0
129969
6.00
A
129969
D
Common Stock
2020-07-31
4
D
0
129969
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 September 19, 2018, the reporting person received a compensatory grant of PRSUs for which vesting was dependent on the Issuer's performance. The level of achievement against this operational goal was determined by the Compensation Committee of the Board of Directors, and 65% of the PRSUs is scheduled to vest on the second anniversary of the grant date. The remaining 35% of the PRSUs is scheduled to vest on the third anniversary of the grant date.
Disposed of pursuant to the terms of the Merger Agreement under which each PRSU for which the performance period 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/ Glenn Henry Stevens
2020-08-04