Sec Form 4 Filing - MASTER GLOBAL ASSETS Ltd @ GAIN Capital Holdings, Inc. - 2014-02-28

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 MASTER GLOBAL ASSETS 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) WALKERS CORPORATE SERVICES (BVI) LIMITED, WALKERS CHAMBERS 171 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2014 (Street) ROAD TOWN TORTOLA, D8VG91110 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, $0.00001 par value per share 02/28/2014 S 133,587 D $ 10.08 ( 1 ) 4,087,274 D ( 2 ) ( 3 ) ( 4 ) Common Stock, $0.00001 par value per share 03/04/2014 S 37,274 D $ 10.1429 ( 1 ) 4,050,000 D ( 2 ) ( 3 ) ( 4 )

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 MASTER GLOBAL ASSETS Ltd WALKERS CORPORATE SERVICES (BVI) LIMITED WALKERS CHAMBERS 171 MAIN STREET ROAD TOWN TORTOLA, D8VG91110 X Daher Michel P.O. BOX 241, FERZOL MAIN ROAD BEKAA VALLEY, M8 X Daher Abdallah P.O. BOX 241, FERZOL MAIN ROAD BEKAA VALLEY, M8 X Signatures MASTER GLOBAL ASSETS LTD, By: /s/ Michel Daher, Name: Michel Daher, Title: Director 03/04/2014 Signature of Reporting Person Date MICHEL DAHER, /s/ Michel Daher 03/04/2014 Signature of Reporting Person Date ABDALLAH DAHER, /s/ Abdallah Daher 03/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This price represents the approximate weighted average price per share of common stock of GAIN Capital Holdings, Inc. (the "Issuer"), par value $0.00001 per share (each, a "Share"). The reporting persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price ( 2 )This statement is jointly filed by and on behalf of each of Master Global Assets Ltd. ("Master"), Michel Daher and Abdallah Daher. Master is the record and direct beneficial owner of the securities covered by this statement. Michel Daher and Abdallah Daher are the co-owners and co-directors of, and may be deemed to beneficially own securities owned by, Master. ( 3 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. ( 4 )Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

Remarks: Exhibit IndexExhibit 99.1 - Joint Filer Information (filed herewith)Exhibit 99.2 - Joint Filing Agreement (filed herewith)

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).

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