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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MASTER GLOBAL ASSETS Ltd
   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)
WALKERS CORPORATE SERVICES (BVI) LIMITED, WALKERS CHAMBERS 171 MAIN STREET		 3. Date of Earliest Transaction (Month/Day/Year)
04/24/2013
(Street)

ROAD TOWN TORTOLA, D8 D8 VG91110		 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)
Code V Amount (A) or (D) Price
Common Stock 04/24/2013   P   14,400 A (1) $ 5.5181 4,707,784 D (2)  
Common Stock 04/25/2013   P   492,216 A (3) $ 5.5784 5,200,000 (4) D (2)  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MASTER GLOBAL ASSETS Ltd
WALKERS CORPORATE SERVICES (BVI) LIMITED
WALKERS CHAMBERS 171 MAIN STREET
ROAD TOWN TORTOLA, D8 D8 VG91110		     X    
Daher Michel
FERZOL MAIN ROAD, PO BOX 241
FERZOL, M8 M8		     X    
Daher Abdallah
PO BOX 241
FERZOL MAIN ROAD
FERZOL, M8 M8		     X    

Signatures

 /s/ Eric Hall, attorney in fact for the reporting persons   04/26/2013
**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) This is an average price. The shares of common stock purchased on April 24, 2013 were purchased pursuant to numerous transactions at an average price of $5.5181 per share, a high price of $5.55 per share and a low price of $5.50 per share. The reporting persons undertake to provide to GAIN Capital Holdings, Inc. ("GAIN"), any security holder of GAIN, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
(2) The shares reported on this Form 4 are owned directly by Master Global Assets Limited ("MGAL"). This Form 4 is being filed jointly by MGAL, Michel Daher and Abdallah Daher. Michel Daher and Abdallah Daher may be deemed to indirectly beneficially own the shares owned directly by MGAL because they are both the owners and directors of MGAL. Michel Daher and Abdallah Daher disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Michel Daher or Abdallah Daher is the beneficial owner of any of the securities reported herein.
(3) This is an average price. The shares of common stock purchased on April 25, 2013 were purchased pursuant to numerous transactions at an average price of $5.5784 per share, a high price of $5.65 per share and a low price of $5.47 per share. The reporting persons undertake to provide to GAIN, any security holder of GAIN, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
(4) On April 8, 2013, MGAL entered into an agreement (the "Agreement") with a large holder of GAIN Common Stock for such holder to sell to MGAL 2,000,000 shares of GAIN Common Stock. On April 9, 2013, such holder repudiated and breached the Agreement. MGAL does not intend to seek specific performance of the Agreement. Accordingly, the reporting persons are not beneficial owners of such 2,000,000 shares and expressly disclaim any such beneficial ownership. However, MGAL reserves the right to seek monetary damages against such holder for such breach.

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