SEC Form 4 · accession 0001179110-15-003828
GFI Group Inc. · GFIG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Gooch
Officer — Executive Chairman · Director · 10% Owner
Period of report
Feb 26, 2015
Accepted (ET)
Mar 2, 2015 · 5:48 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 StockF1 | holding | — | — | — | 5,264 | I | See footnote | |
| Common StockF2 | holding | — | — | — | 238,848 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 42,104 | I | See footnote | |
| Common StockF3 | holding | — | — | — | 46,220,128 | I | See footnote | |
| Common StockF5 | holding | — | — | — | 300,073 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF9,F6 | — | Feb 26, 2015 | J | 52,308 | D | — | — | Common Stock | 52,308 | 0 | D |
| Restricted Stock UnitsF9,F7 | — | Feb 26, 2015 | J | 70,036 | D | — | — | Common Stock | 70,036 | 0 | D |
| Restricted Stock UnitsF9,F8 | — | Feb 26, 2015 | J | 87,977 | D | — | — | Common Stock | 87,977 | 0 | D |
Explanation of responses
- F1Represents 5,264 shares of Common Stock owned by Magnetic Management LLC. Magnetic Management LLC is a wholly-owned subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc. Through Jersey Partners, Inc., Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership.
- F2Represents 238,848 shares of Common Stock owned by N-Two LLC, a subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc.
- F3Represents shares of Common Stock owned by Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc.
- F4Represents 42,104 shares of Common Stock owned by the Gooch Investment Trust. Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership.
- F5Includes 1,320 shares owned by the Reporting Person's children. The Reporting Person disclaims beneficial ownership with respect to these shares.
- 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, 2012.
- F7The 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.
- F8The 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.
- F9Pursuant 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.