Vantagepoint Venture Associates Iv Form 4 GAIN Capital / ALAN E SALZMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE ASSOCIATES IV LLC

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GAIN Capital Holdings, Inc. [ GCAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/05/2014		A		7,537	A	$0	48,086(2)	I(3)	Thomas A. Bevilacqua
Common Stock(4)	05/26/2015		A		8,937	A	$0	57,023(5)	I(3)	Thomas A. Bevilacqua
Common Stock								6,576,911	D(6)(10)
Common Stock								658,417	D(7)(10)
Common Stock								23,956	D(8)(10)
Common Stock								1,814,824	D(9)(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE ASSOCIATES IV LLC

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS IV Q LP

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS IV LP

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VP NEW YORK VENTURE PARTNERS LP

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VantagePoint Management, Inc.

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SALZMAN ALAN E

(Last) (First) (Middle)

C/O VANTAGEPOINT CAPITAL PARTNERS

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO CA 94066

(City) (State) (Zip)

Explanation of Responses:

1. Restricted stock units that vest monthly over one year, beginning on the day immediately following the Company's 2014 Annual Meeting of Stockholders. Although the grant has previously been disclosed in the Company's reports with the SEC, it has not been reported on a Form 4 by the reporting person.

2. Includes 17,046 shares that were issued upon the settlement of restricted stock units that vested monthly over one year, beginning on the day immediately after the Company's 2013 Annual Meeting of Stockholders.

3. VantagePoint Management, Inc. has the voting and investment control over these shares. Only VantagePoint Management, Inc. and Alan E. Salzman, its Chief Executive Officer, are acquiring beneficial ownership of these shares.

4. Restricted stock units that vest monthly over one year, beginning on the day immediately following the Company's 2015 Annual Meeting of Stockholders. This Form 4 is being submitted after the two business day filing deadline following the transaction date.

5. Includes 7,537 restricted stock units, which vest monthly over one year, beginning on June 26, 2014, the day immediately after the Company's 2014 Annual Meeting of Stockholders. As of the date of this report, 6,908 shares are vested and 629 are unvested.

6. By: VantagePoint Venture Partners IV (Q), L.P.

7. By: VantagePoint Venture Partners IV, L.P.

8. By: VantagePoint Venture Partners IV Principals Fund, L.P.

9. By: VP New York Venture Partners L.P.

10. The General Partner is VantagePoint Venture Associates IV, L.L.C. Alan E. Salzman is a managing member of the General Partner and may be deemed to have voting and investment power with respect to the shares or warrants held by these entities. Mr. Salzman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer, but do not affirm the existence of any such group.

	VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	06/08/2015
	VantagePoint Venture Partners IV (Q), L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	06/08/2015
	VantagePoint Venture Partners IV, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	06/08/2015
	VantagePoint Venture Partners IV Principals Fund, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	06/08/2015
	VP New York Venture Partners, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	06/08/2015
	VantagePoint Management, Inc., By: Alan E. Salzman, Chief Executive Officer	06/08/2015
	Alan E. Salzman	06/08/2015
	** Signature of Reporting Person	Date
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