FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Roady Samantha 2. Date of Event Requiring Statement (Month/Day/Year) 12/14/2010 3. Issuer Name and Ticker or Trading Symbol GAIN Capital Holdings, Inc. [GCAP] (Last) (First) (Middle) C.O. GAIN CAPITAL HOLDINGS, INC., BEDMINSTER ONE135 ROUTE 202/206 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Marketing Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BEDMINSTER NEW JERSEY, NJ 07921 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock (1) 12,000 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	06/15/2005(2)	06/15/2015	Common Stock	45,175 (3)	$ 4.5	D	Â
Stock Option (right to buy)	12/30/2005(2)	12/30/2015	Common Stock	50,000 (3)	$ 5.5	D	Â
Stock Option (right to buy)	07/28/2010(4)	07/28/2020	Common Stock	30,000 (3)	$ 8.67	D	Â
Restricted Stock Unit	  (5)	  (5)	Common Stock	20,000 (3)	$ 0	D	Â
Restricted Stock Unit	  (6)	  (6)	Common Stock	20,000 (3)	$ 0	D	Â
Restricted Stock Unit	  (7)	  (7)	Common Stock	10,000 (3)	$ 0	D	Â
Restricted Stock Unit	  (8)	  (8)	Common Stock	8,000 (3)	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Roady Samantha C.O. GAIN CAPITAL HOLDINGS, INC. BEDMINSTER ONE135 ROUTE 202/206 BEDMINSTER NEW JERSEY, NJ 07921	Â	Â	  Chief Marketing Officer	Â

Signatures

/s/ Samantha Roady		12/14/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each share of common stock will be adjusted to reflect a 2.29-for-1 stock split of our common stock immediately prior to the closing of the Issuer's initial public offering, subject to certain conditions.
(2)	This stock option 1/3 vests on each anniversary of the date of grant until fully vested.
(3)	Each share of common stock underlying the stock options and restricted stock units will be adjusted to reflect a 2.29-for-1 stock split of our common stock immediately prior to the closing of the Issuer's initial public offering, subject to certain conditions.
(4)	Such stock options vest ratably over four years, with one-fourth of the options vesting on each of the first four anniversaries of the grant date.
(5)	Such restricted stock units were granted on December 31, 2006 and vest ratably over four years, with one-fourth of the restricted stock units vesting on each of the first four anniversaries of the grant date. There is no expiration date for the restricted stock units and shares will be delivered in 2014, subject to certain conditions.
(6)	Such restricted stock units were granted on June 30, 2007 and vest ratably over four years, with one-fourth of the restricted stock units vesting on each of the first four anniversaries of the grant date. There is no expiration date for the restricted stock units and shares will be delivered in 2014, subject to certain conditions.
(7)	Such restricted stock units were granted on April 15, 2008 and vest ratably over four years, with one-fourth of the restricted stock units vesting on each of the first four anniversaries of the grant date. There is no expiration date for the restricted stock units and shares will be delivered in 2014, subject to certain conditions.
(8)	Such restricted stock units were granted on December 15, 2009 and vest ratably over four years on April 15th every year. There is no expiration date for the restricted stock units and shares will be delivered in 2014, subject to certain conditions.

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