Edgar Filing: Stevens Glenn Henry

Ownership Submission

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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Stevens Glenn Henry

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.,Â BEDMINSTER ONE135 ROUTE 202/206

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BEDMINSTER NEW JERSEY,Â NJÂ 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	Â ⁽¹⁾⁽³⁾	06/07/2013	Common Stock	53,813	$ 1.75	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽²⁾	01/27/2014	Common Stock	20,000	$ 2.5	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽²⁾	01/27/2014	Common Stock	50,000	$ 2.5	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽²⁾	04/15/2014	Common Stock	10,000	$ 2.5	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽²⁾	09/30/2014	Common Stock	5,000	$ 2.5	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽²⁾	01/31/2015	Common Stock	60,000	$ 3.5	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽³⁾	06/15/2015	Common Stock	135,000	$ 4.5	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽³⁾	12/30/2015	Common Stock	50,000	$ 5.5	D	Â
Stock Option (right to buy)	Â ⁽¹⁾⁽⁴⁾	07/28/2020	Common Stock	110,000	$ 8.67	D	Â
Restricted Stock Unit	Â ⁽⁵⁾	Â ⁽¹⁾⁽⁵⁾	Common Stock	5,947	$ 0	D	Â
Restricted Stock Unit	Â ⁽⁵⁾	Â ⁽¹⁾⁽⁵⁾	Common Stock	15,000	$ 0	D	Â
Restricted Stock Unit	Â ⁽⁵⁾	Â ⁽¹⁾⁽⁵⁾	Common Stock	100,000	$ 0	D	Â
Restricted Stock Unit	Â ⁽⁵⁾	Â ⁽¹⁾⁽⁵⁾	Common Stock	60,000	$ 0	D	Â
Restricted Stock Unit	Â ⁽⁶⁾	Â ⁽¹⁾⁽⁶⁾	Common Stock	43,130	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stevens Glenn Henry C/O GAIN CAPITAL HOLDINGS, INC. BEDMINSTER ONE135 ROUTE 202/206 BEDMINSTER NEW JERSEY,Â NJÂ 07921	Â X	Â	Â President and CEO	Â

Signatures

/s/ Glenn H. Stevens		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 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.
(2)	100% of the shares subject to this Stock Option are immediately exercisable.
(3)	Such stock option vest ratably over three years, with one-third of the options vesting on each of the first three anniversaries of the grant date.
(4)	Such stock option 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 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.
(6)	Such restricted stock units vest ratably over four years, with one-fourth of the options vesting on April 15th of each year until fully vested. There is no expiration date for the restricted stock units.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.