O'Sullivan Timothy 4

4 · GAIN Capital Holdings, Inc. · Filed Mar 5, 2012

Form 4

Period: 2012-03-01

Chief Dealer

Transactions

Award
Common Stock
2012-03-01+23,000→ 39,523 total
Award
Common Stock
2012-03-02$1.54/sh+2,870$4,420→ 42,393 total
Award
Common Stock
2012-03-02$1.99/sh+120,754$240,300→ 163,147 total
Award
Stock Option
2012-03-01+29,000→ 29,000 total
Exercise: $5.30Exp: 2019-03-01→ Common Stock (29,000 underlying)
Exercise/Conversion
Stock Option
2012-03-02+2,870→ 0 total
Exercise: $1.54→ Common Stock (2,870 underlying)
Exercise/Conversion
Stock Option
2012-03-02+120,754→ 0 total
Exercise: $1.99→ Common Stock (120,754 underlying)

Footnotes (6)

[F1]Restricted stock unit, which vests at a rate of 25% annually over four years commencing on the first anniversary of the date of grant.
[F2]Reflects shares acquired upon exercise of stock options listed in Table II below.
[F3]Includes 12,000 shares acquired through a restricted stock award on March 23, 2011, which restrictions lapse 25% annually over four years commencing on the first anniversary of the date of grant. As of the date of this report, 0 shares are vested and 12,000 shares are unvested.
[F4]Such stock options vest 25% annually over four years commencing on the first anniversary of the date of grant. The stock options have a term of seven years.
[F5]Such stock options were granted on January 31, 2005 and vested ratably over three years, with one-third of the options vesting on each of the first three anniversaries of the grant date. The options have a term of ten years. As of the date of this report, none of these options remain outstanding.
[F6]Such stock options were granted on June 15, 2005 and vested ratably over three years, with one-third of the options vesting on each of the first three anniversaries of the grant date. The options have a term of ten years. As of the date of this report, none of these options remain outstanding.

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