Sec Form 4 Filing - Roady Samantha @ GAIN Capital Holdings, Inc. - 2013-08-08

Insider filing report for Changes in Beneficial Ownership
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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
Roady Samantha
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Marketing Officer
(Last) (First) (Middle)
C/O GAIN CAPITAL HOLDINGS, INC., 135 U.S. RT. 202/206, SUITE 11
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2013
(Street)
BEDMINSTER, NJ07921
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 08/08/2013 M 15,000 A $ 2.43 114,080 D
Common Stock ( 1 ) 08/08/2013 S 15,000 D $ 7 99,080 ( 2 ) D
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
Stock Option (Right to Buy) $ 2.43 08/08/2013 M 15,000 ( 3 ) ( 3 ) Common Stock 15,000 $ 2.43 85,565 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roady Samantha
C/O GAIN CAPITAL HOLDINGS, INC.
135 U.S. RT. 202/206, SUITE 11
BEDMINSTER, NJ07921
Chief Marketing Officer
Signatures
/s/ Samantha Roady 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were sold pursuant to a sales plan that complies with the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
( 2 )Includes (i) 35,000 shares acquired through a restricted stock unit grant on March 22, 2013, (ii) 27,000 shares acquired through a restricted stock unit grant on March 1, 2012 and (iii) 9,944 shares acquired through a restricted stock award on March 23, 2011. All such awards vest at a rate of 25% annually over four years commencing on the first anniversary of their respective grant dates. As of the date of this report, 10,694 shares are vested and 61,250 shares are unvested.
( 3 )Such stock options were granted on December 30, 2005 and vested ratably over three years, with one-third of the options vesting on each of the first three anniversaries of the grant date. The options have a term of ten years.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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