Sec Form 4 Filing - Gooch Michael @ GFI Group Inc. - 2013-08-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Gooch Michael
2. Issuer Name and Ticker or Trading Symbol
GFI Group Inc. [ GFIG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O GFI GROUP INC., 55 WATER STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2013
(Street)
NEW YORK, NY10041
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,264 I See footnote ( 1 )
Common Stock 238,848 I See footnote ( 2 )
Common Stock 42,104 I See footnote ( 4 )
Common Stock 193,024 ( 6 ) D
Common Stock 08/01/2013 S( 10 ) 35,000 D $ 4 ( 11 ) 47,085,128 I See footnote ( 3 )
Common Stock 08/02/2013 S( 10 ) 35,000 D $ 4 ( 12 ) 47,050,128 I See footnote ( 3 )
Common Stock 08/05/2013 S( 10 ) 30,000 D $ 3.98 ( 13 ) 47,020,128 I See footnote ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units ( 5 ) ( 7 ) ( 7 ) Common Stock 84,578 84,578 D
Restricted Stock Units ( 5 ) ( 8 ) ( 8 ) Common Stock 103,077 103,077 D
Restricted Stock Units ( 5 ) ( 9 ) ( 9 ) Common Stock 104,420 104,420 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gooch Michael
C/O GFI GROUP INC.
55 WATER STREET
NEW YORK, NY10041
X X Executive Chairman
Signatures
Christopher D'Antuono, Attorney-in-fact 08/05/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 5,264 shares of Common Stock owned by Magnetic Management LLC. Magnetic Management LLC is a wholly-owned subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc. Through Jersey Partners, Inc., Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership.
( 2 )Represents 238,848 shares of Common Stock owned by N-Two LLC, a subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc.
( 3 )Represents shares of Common Stock owned by Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc.
( 4 )Represents 42,104 shares of Common Stock owned by the Gooch Investment Trust. Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership.
( 5 )The Restricted Stock Units settle 1 for 1 upon vesting.
( 6 )Includes 1,320 shares owned by the Reporting Person's children. The Reporting Person disclaims beneficial ownership with respect to these shares.
( 7 )The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2011.
( 8 )The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2012.
( 9 )The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2013.
( 10 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 11 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.99 to $4.06. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price.
( 12 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.96 to $4.02. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price.
( 13 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.93 to $4.04. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price.

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.