4//SEC Filing
IPGL Ltd 4
Accession 0001104659-20-090273
CIK 0001444363other
Filed
Aug 3, 8:00 PM ET
Accepted
Aug 4, 4:07 PM ET
Size
10.6 KB
Accession
0001104659-20-090273
Insider Transaction Report
Form 4
IPGL Ltd
10% Owner
Transactions
- Disposition to Issuer
Common Stock, par value $0.00001 per share
2020-07-31−953,031→ 0 total - Disposition to Issuer
Common Stock, par value $0.00001 per share
2020-07-31−4,629,950→ 0 total(indirect: See Footnotes)
FOX & TROT LTD
10% Owner
Transactions
- Disposition to Issuer
Common Stock, par value $0.00001 per share
2020-07-31−953,031→ 0 total - Disposition to Issuer
Common Stock, par value $0.00001 per share
2020-07-31−4,629,950→ 0 total(indirect: See Footnotes)
Footnotes (3)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger dated February 26, 2020 (the "Merger Agreement"), among GAIN Capital Holdings, Inc., a Delaware corporation (the "Company"), INTL FCStone Inc. (now known as StoneX Group Inc.), a Delaware corporation ("Parent") and its wholly owned subsidiary, Golf Merger Sub I Inc., a Delaware corporation ("Merger Sub"), Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation of the merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Company ("Company Stock") outstanding immediately prior to the Effective Time was converted into the right to receive $6.00 in cash without interest ("Merger Consideration"), other than those shares as to which appraisal rights have been properly exercised under the Delaware General Corporation Law.
- [F2]These shares are held of record by IPGL Limited ("IPGL"). David Jeremy Courtenay-Stamp, David Gelber, Thomas George Spencer, Michael Alan Spencer, John Douglas Rhoten and Samantha Anne Wren are the directors of IPGL, and have the power, acting by majority vote, to vote or dispose of shares directly held by IPGL. Each of Messrs. Courtenay-Stamp, Gelber, Spencer and Rhoten and Ms. Wren hereby disclaims any beneficial ownership of any shares directly or indirectly held by IPGL, except to the extent of his or her pecuniary interest therein.
- [F3]These shares are held directly by IPGL No. 1 Limited (f/k/a Fox & Trot Limited) ("IPGL No. 1"). IPGL, the 100% owner of IPGL No. 1, may be deemed to beneficially own the reported shares. Frederick Morton, David Jeremy Courtenay-Stamp, David Gelber and Samantha Anne Wren are the directors of IPGL No. 1, and act at the direction of the directors of IPGL to vote or dispose of shares directly held by IPGL No. 1, except in certain limited circumstances where they have the power, acting by majority vote, to vote or dispose of shares directly held by IPGL No. 1. Each of Messrs. Morton, Courtenay-Stamp and Gelber and Ms. Wren hereby disclaims any beneficial ownership of any shares directly held by IPGL No. 1, except to the extent of his or her pecuniary interest therein.
Documents
Issuer
GAIN Capital Holdings, Inc.
CIK 0001444363
Entity typeother
IncorporatedUnited Kingdom
Related Parties
1- filerCIK 0001707089
Filing Metadata
- Form type
- 4
- Filed
- Aug 3, 8:00 PM ET
- Accepted
- Aug 4, 4:07 PM ET
- Size
- 10.6 KB