Heffron Colin 4

4 · GFI Group Inc. · Filed May 1, 2012

Form 4

Period: 2012-04-30

DirectorPresident

Transactions

Exercise/Conversion
Restricted Stock Units
2012-04-30−80,000→ 0 total
→ Common Stock (80,000 underlying)
Exercise/Conversion
Common Stock
2012-04-30+80,000→ 774,712 total
Tax Payment
Common Stock
2012-04-30$3.30/sh−36,856$121,625→ 737,856 total

Holdings

Restricted Stock Units
→ Common Stock (123,388 underlying)
123,388
Restricted Stock Units
→ Common Stock (581,538 underlying)
581,538
Restricted Stock Units
→ Common Stock (350,000 underlying)
350,000
Options to purchase Common Stock
Exercise: $2.97Exp: 2014-02-01→ Common Stock (42,108 underlying)
42,108
Options to purchase Common Stock
Exercise: $5.25Exp: 2014-02-01→ Common Stock (52,632 underlying)
52,632

Footnotes (7)

[F1]Options are currently exercisable.
[F2]Options are currently exercisable.
[F3]Subject to any election to defer the settlement of vested Restricted Stock units, the Restricted Stock Units settle 1 for 1 upon vesting.
[F4]The restricted stock units shall be subject to vesting in five annual installments on each of the anniversaries of date of grant, which was April 30, 2007.
[F5]The 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.
[F6]The 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, 2011.
[F7]The 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.

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