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Filing Details

Accession Number:: 0001181431-13-030847
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-24 20:40:36
Reporting Period:: 2013-05-22

Filing Date:: 2013-05-24
Accepted Time:: 2013-05-24 20:40:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1444363	Gain Capital Holdings Inc.	GCAP	Commodity Contracts Brokers & Dealers (6221)	204568600

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1108988	3I Corp	400 Madison Avenue, 9Th Floor New York NY 10017	No	No	Yes	No
1163603	Plc Investments 3I	16 Palace Street London X0 SW1E 5JD	No	No	Yes	No
1507999	3I U.s. Growth Corp	400 Madison Avenue, 9Th Floor New York NY 10017	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-05-22	150,000	$5.50	4,718,202	No	4	S	Indirect	See footnote
Common Stock	Disposition	2013-05-23	1,200,000	$5.35	3,518,202	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Footnotes

Consists of 2,477,140 shares owned directly by 3i U.S. Growth Partners LP ("Growth Partners"), 162,476 shares owned directly by 3i Growth Capital (USA) D LP ("Growth Capital D"), 1,090,394 shares owned directly by 3i Growth Capital (USA) E LP ("Growth Capital E"), 162,476 shares owned directly by 3i Growth Capital (USA) P LP ("Growth Capital P") and 825,716 shares owned directly by Mayflower L.P. ("Mayflower"). 3i U.S. Growth Corporation is the general partner of Growth Partners, Growth Capital D, Growth Capital E and Growth Capital P (together, the "Growth Funds") and has investment authority over the shares held by such Growth Funds. 3i Corporation is the manager of the Growth Funds that directly own the reported securities. Investment and divestment decisions are made by the board of directors of 3i Corporation, which is an indirect wholly owned subsidiary of 3i Group plc ("3i Group plc"), a public company listed on the London Stock Exchange. (Continued in Footnote 2)
As a result, 3i Corporation, as manager of each of the Growth Funds, and 3i U.S. Growth Corporation, as general partner of each of the Growth Funds, may be deemed to have voting and dispositive power with respect to the shares of common stock held by the Growth Funds. 3i Investments plc is the manager of Mayflower and has investment authority over the shares held by Mayflower and may be deemed to have voting and dispositive power with respect to the shares of common stock held by Mayflower. Each of 3i U.S. Growth Corporation and 3i Investments plc is an indirect wholly-owned subsidiary of 3i Group. 3i Group is the direct or indirect beneficial owner of all general partnership and limited partnership interests in Growth Capital D, Growth Capital P and Mayflower. 3i Group is an indirect limited partner in Growth Capital E and Growth Partners. (Continued in Footnote 3)
Each of 3i Corporation, 3i U.S. Growth Corporation, 3i Investments plc and 3i Group disclaims beneficial ownership of the shares, except to the extent of its pecuniary interest, if any, therein.
Consists of 1,847,118 shares owned directly by Growth Partners, 121,153 shares owned directly by Growth Capital D, 813,069 shares owned directly by Growth Capital E, 121,153 shares owned directly by Growth Capital P and 615,709 shares owned directly by Mayflower.