SEC Form 4 · accession 0001179110-15-003827

GFI Group Inc. · GFIG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James Peers

Officer — Chief Financial Officer

Period of report

Feb 26, 2015

Accepted (ET)

Mar 2, 2015 · 5:45 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001292426

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Feb 26, 2015	U	187,759	$6.10	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F1,F2	—	Feb 26, 2015	J	23,880	D	—	—	Common Stock	23,880	D
Restricted Stock Units^F1,F3	—	Feb 26, 2015	J	131,048	D	—	—	Common Stock	131,048	D
Restricted Stock Units^F1,F4	—	Feb 26, 2015	J	20,027	D	—	—	Common Stock	20,027	D
Restricted Stock Units^F1,F5	—	Feb 26, 2015	J	29,734	D	—	—	Common Stock	29,734	D
Restricted Stock Units^F1,F6	—	Feb 26, 2015	J	49,875	D	—	—	Common Stock	49,875	D

Explanation of responses

F1Pursuant to that certain Tender Offer Agreement, dated as of February 19, 2015, by and among BGC Partners, Inc., BGC Partners, L.P. and the Issuer, upon the closing of the tender offer, the Restricted Stock Units were converted into the right to receive an amount in cash equal to $6.10 with respect to each share of common stock underlying such award, with such cash payable on and subject to the terms and conditions of the original vesting schedule of the Restricted Stock Units.
F2The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was January 31, 2006.
F3The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2010.
F4The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2012.
F5The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2013.
F6The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2014.
F7The shares of common stock were disposed of pursuant to the tender offer by BGC Partners, L.P., an operating subsidiary of BGC Partners, Inc., to purchase all outstanding shares of common stock of the Issuer, as set forth in the Amended and Restated Offer to Purchase included in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 22, 2014, as amended, for a price of $6.10 per share.