Edgar Filing: VANTAGEPOINT VENTURE ASSOCIATES IV LLC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

VANTAGEPOINT VENTURE ASSOCIATES IV LLC

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)

(Last)

(First)

(Middle)

1111 BAYHILL DRIVE, SUITE 220

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2019

(Street)

SAN BRUNO, CA 94066

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2019		A		15,290 ⁽¹⁾	A	$ 0	109,477 ⁽²⁾	I ⁽³⁾	Thomas A. Bevilacqua
Common Stock								6,576,911	D ⁽⁴⁾ ⁽⁸⁾
Common Stock								658,417	D ⁽⁵⁾ ⁽⁸⁾
Common Stock								23,956	D ⁽⁶⁾ ⁽⁸⁾
Common Stock								1,814,824	D ⁽⁷⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VANTAGEPOINT VENTURE ASSOCIATES IV LLC 1111 BAYHILL DRIVE SUITE 220 SAN BRUNO, CA 94066		X
VANTAGEPOINT VENTURE PARTNERS IV LP 1111 BAYHILL DRIVE SUITE 220 SAN BRUNO, CA 94066		X
VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP 1111 BAYHILL DRIVE SUITE 220 SAN BRUNO, CA 94066		X
VANTAGEPOINT VENTURE PARTNERS IV Q LP 1111 BAYHILL DRIVE SUITE 220 SAN BRUNO, CA 94066		X
VP NEW YORK VENTURE PARTNERS LP 1111 BAYHILL DRIVE SUITE 220 SAN BRUNO, CA 94066		X
VantagePoint Management, Inc. 1111 BAYHILL DRIVE SUITE 220 SAN BRUNO, CA 94066		X
SALZMAN ALAN E 1111 BAYHILL DRIVE SUITE 220 SAN BRUNO, CA 94066				Managing Member, VPVA IV, LLC

Signatures

Alan E. Salzman		03/18/2019
^**Signature of Reporting Person		Date
Alan E. Salzman		03/18/2019
^**Signature of Reporting Person		Date
Alan E. Salzman		03/18/2019
^**Signature of Reporting Person		Date
Alan E. Salzman		03/18/2019
^**Signature of Reporting Person		Date
Alan E. Salzman		03/18/2019
^**Signature of Reporting Person		Date
Alan E. Salzman		03/18/2019
^**Signature of Reporting Person		Date
Alan E. Salzman		03/18/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Restricted Stock Units that vest monthly over one year, beginning on the day immediately following the Company's 2019 Annual Meeting of Stockholders.
(2)	Includes 12,500 restricted stock units, which vest monthly over one year, beginning on the day immediately after the Company's 2018 Annual Meeting of Stockholders. As of the date of this report, 8,328 shares are vested and 4,172 are unvested.
(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)	By VantagePoint Venture Partners IV (Q), L.P.
(5)	By VantagePoint Venture Partners IV, L.P.
(6)	By VantagePoint Venture Partners IV Principals Fund, L.P.
(7)	By VP New York Venture Partners, L.P.
(8)	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.

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