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Filing Details

Accession Number:: 0001209191-10-062276
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-12-22 17:25:24
Reporting Period:: 2010-12-20

Filing Date:: 2010-12-22
Accepted Time:: 2010-12-22 17:25:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1444363	Gain Capital Holdings Inc.	CGAP	Commodity Contracts Brokers & Dealers (6221)	204568600

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1078716	Plc Group 3I	16 Palace Street London X0 SW1E 5JD	Yes	No	Yes	No
1506863	L.p. Iii Partners Technology 3I	C/O Mourant &Amp; Co. Limited (Attn: Group 12), 22 Grenville Street St. Helier, Jersey X0	Yes	No	Yes	No
1506864	3I Us Growth Partners Lp	C/O Mourant &Amp; Co. Limited (Attn: Group 12), 22 Grenville Street St. Helier, Jersey X0	Yes	No	Yes	No
1506865	L.p. D (Usa) Capital Growth 3I	C/O Mourant &Amp; Co. Limited (Attn: Group 12), 22 Grenville Street St. Helier, Jersey X0	Yes	No	Yes	No
1506866	L.p. E (Usa) Capital Growth 3I	C/O Mourant &Amp; Co. Limited (Attn: Group 12), 22 Grenville Street St. Helier, Jersey X0	Yes	No	Yes	No
1506867	L.p. P (Usa) Capital Growth 3I	C/O Mourant &Amp; Co. Limited (Attn: Group 12), 22 Grenville Street St. Helier, Jersey X0	Yes	No	Yes	No
1507999	3I U.s. Growth Corp	Seagram Building 375 Park Avenue, Suite 3001 New York NY 10152	Yes	No	Yes	No
1508026	3I Technology Corp	Seagram Building 375 Park Avenue, Suite 3001 New York NY 10152	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-12-20	8,314,284	$0.00	8,314,284	No	4	C	Indirect	See footnote
Common Stock	Disposition	2010-12-20	3,446,081	$9.00	4,868,202	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series E Preferred Stock	Disposition	2010-12-20	2,165,178	$0.00	8,314,284	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

Immediately prior to the closing of the issuer's initial public offering, each share of Series E Preferred Stock converted automatically into shares of the issuer's common stock, at a conversion ratio of 1.676-to-1, and was adjusted to reflect a 2.29-for-1 stock split of the issuer's common stock.
Consists of 4,365,147 shares owned directly by 3i U.S. Growth Partners LP ("Growth Partners"), 286,310 shares owned directly by 3i Growth Capital (USA) D LP ("Growth Capital D"), 1,921,463 shares owned directly by 3i Growth Capital (USA) E LP ("Growth Capital E"), 286,311 shares owned directly by 3i Growth Capital (USA) P LP ("Growth Capital P") and 1,455,053 shares owned directly by 3i Technology Partners III LP ("Technology Partners"). 3i U.S. Growth Corporation is the general partner of Growth Partners, Growth Capital D, Growth Capital E and Growth Capital P that has investment authority over the shares held by such funds. 3i Technology Corporation is the general partner of Technology Partners that has investment authority over the shares held by such fund.
[Footnote 2 continued] Each of 3i U.S. Growth Corporation and 3i Technology Corporation is an indirect wholly-owned subsidiary of 3i Group plc ("3i Group"). 3i Group is the indirect beneficial owner of all general partnership and limited partnership interests in Growth Capital D and Growth Capital P. 3i Group is an indirect limited partner in Growth Capital E, Growth Partners and Technology Partners. Each of 3i U.S. Growth Corporation, 3i Technology Corporation and 3i Group disclaims beneficial ownership of the shares, except to the extent of its pecuniary interest, if any, therein.
Consists of 2,555,893 shares owned directly by Growth Partners, 167,641 shares owned directly by Growth Capital D, 1,125,060 shares owned directly by Growth Capital E, 167,641 shares owned directly by Growth Capital P and 851,967 shares owned directly by Technology Partners. Each of 3i U.S. Growth Corporation, 3i Technology Corporation and 3i Group disclaims beneficial ownership of the shares, except to the extent of its pecuniary interest, if any, therein.
Consisted of 1,136,757 shares owned directly by Growth Partners, 74,560 shares owned directly by Growth Capital D, 500,381 shares owned directly by Growth Capital E, 74,560 shares owned directly by Growth Capital P and 378,920 shares owned directly by Technology Partners. Each of 3i U.S. Growth Corporation, 3i Technology Corporation and 3i Group disclaims beneficial ownership of the shares, except to the extent of its pecuniary interest, if any, therein.