SEC Form 4 · accession 0001179110-15-003829
GFI Group Inc. · GFIG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald Daniel Levi
Officer — Chief Operating Officer
Period of report
Feb 26, 2015
Accepted (ET)
Mar 2, 2015 · 5:50 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 | 812,952 | $6.10 | D | 0 | 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 UnitsF1,F2 | — | Feb 26, 2015 | J | 88,116 | D | — | — | Common Stock | 88,116 | 0 | D |
| Restricted Stock UnitsF1,F3 | — | Feb 26, 2015 | J | 128,847 | D | — | — | Common Stock | 128,847 | 0 | D |
| Restricted Stock UnitsF1,F4 | — | Feb 26, 2015 | J | 162,095 | D | — | — | Common Stock | 162,095 | 0 | 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 March 31, 2012.
- 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, 2013.
- 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, 2014.
- F5The 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.