Sec Form 4 Filing - IPGL Ltd @ GAIN Capital Holdings, Inc. - 2018-03-09

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

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1. Name and Address of Reporting Person IPGL Ltd 2. Issuer Name and Ticker or Trading Symbol GAIN Capital Holdings, Inc. [ GCAP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) CITYPOINT LEVEL 28, ONE ROPEMAKER STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2018 (Street) LONDON, X0EC2Y 9AW 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.00001 per share 03/09/2018 P 69,647 A $ 6.98 922,678 D ( 1 ) Common Stock, par value $0.00001 per share 4,629,950 I See Footnotes ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other IPGL Ltd CITYPOINT LEVEL 28 ONE ROPEMAKER STREET LONDON, X0EC2Y 9AW X FOX & TROT LTD CITYPOINT LEVEL 28 ONE ROPEMAKER STREET LONDON, X0EC2Y 9AW X Signatures IPGL Limited, by /s/ Mark William Lane Richards, its director and chief executive officer 03/13/2018 Signature of Reporting Person Date Fox & Trot Limited, by /s/ Mark William Lane Richards, its director 03/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 922,678 shares of common stock are held of record by IPGL Limited ("IPGL"). David Jeremy Courtenay-Stamp, David Gelber, Mark William Lane Richards and Michael Alan Spencer are the directors of IPGL, and have the power, acting by majority vote, to vote or dispose of shares directly held by IPGL. Messrs. Courtenay-Stamp, Gelber, Richards and Spencer each hereby disclaims any beneficial ownership of any shares directly or indirectly held by IPGL, except to the extent of their pecuniary interest therein. ( 2 )The 4,629,950 shares of common stock are held of record by Fox & Trot Limited ("F&T"). IPGL, the 100% owner of F&T, may be deemed to beneficially own the reported shares. Frederick Morton, Mark William Lane Richards and Tom Scarborough are the directors of F&T, and act at the direction of the directors of IPGL to vote or dispose of shares directly held by F&T, except in certain limited circumstances where they have the power, acting by majority vote, to vote or dispose of shares directly held by F&T. Messrs. Morton, Richards and Scarborough each hereby disclaims any beneficial ownership of any shares directly held by F&T, except to the extent of their pecuniary interest therein.

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).

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