SEC Form 4 · accession 0001444363-15-000002
GAIN Capital Holdings, Inc. · GCAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samantha Roady
Officer — Chief Commercial Officer
Period of report
Jan 5, 2015
Accepted (ET)
Jan 7, 2015 · 5:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001444363
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 5, 2015 | M | 45,226 | $0.00 | A | 207,869 | D | |
| Common StockF1 | Jan 5, 2015 | M | 45,226 | $0.00 | A | 253,095 | D | |
| Common StockF1 | Jan 5, 2015 | M | 22,613 | $0.00 | A | 275,708 | D | |
| Common StockF1 | Jan 5, 2015 | M | 18,091 | $0.00 | A | 293,799 | D | |
| Common StockF2,F3 | Jan 5, 2015 | S | 26,001 | $9.1299 | D | 267,798 | D | |
| Common StockF2,F4 | Jan 6, 2015 | S | 16,025 | $8.9439 | D | 251,773 | 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 UnitF5 | — | Jan 5, 2015 | M | 45,226 | D | — | — | Common Stock | 45,226 | 0 | D |
| Restricted Stock UnitF6 | — | Jan 5, 2015 | M | 45,226 | D | — | — | Common Stock | 45,226 | 0 | D |
| Restricted Stock UnitF7 | — | Jan 5, 2015 | M | 22,613 | D | — | — | Common Stock | 22,613 | 0 | D |
| Restricted Stock UnitF8 | — | Jan 5, 2015 | M | 18,091 | D | — | — | Common Stock | 18,091 | 0 | D |
Explanation of responses
- F1Reflects deferred shares delivered pursuant to restricted stock units listed in Table II below.
- F2The shares were sold to satisfy tax withholding obligations relating to the delivery of deferred shares pursuant to restricted stock units listed in Table II below. The sales were made pursuant to a sales plan that complies with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
- F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.00 to $9.29, inclusive. The reporting person undertakes to provide to GAIN Capital Holdings, Inc., any security holder of GAIN Capital Holdings, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.81 to $9.18, inclusive. The reporting person undertakes to provide to GAIN Capital Holdings, Inc., any security holder of GAIN Capital Holdings, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5Such restricted stock units were granted on December 31, 2006 and vested ratably over four years, with one-fourth of the restricted stock units vesting on each of the first four anniversaries of the grant date, with the delivery of the underlying shares deferred until as soon as administratively practicable on or after December 31, 2014. There was no expiration date for the restricted stock units.
- F6Such restricted stock units were granted on June 30, 2007 and vested ratably over four years, with one-fourth of the restricted stock units vesting on each of the first four anniversaries of the grant date, with the delivery of the underlying shares deferred until as soon as administratively practicable on or after December 31, 2014. There was no expiration date for the restricted stock units.
- F7Such restricted stock units were granted on April 15, 2008 and vested ratably over four years, with one-fourth of the restricted stock units vesting on each of the first four anniversaries of the grant date, with the delivery of the underlying shares deferred until as soon as administratively practicable on or after December 31, 2014. There was no expiration date for the restricted stock units.
- F8Such restricted stock units were granted on December 15, 2009 and vested ratably over four years, with one-fourth of the restricted stock units vesting on April 15th of each of the four years following the grant, with the delivery of the underlying shares deferred until as soon as administratively practicable on or after December 31, 2014. There was no expiration date for the restricted stock units.