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Form 4 GFI Group Inc. For: Feb 26 Filed by: Peers James

March 2, 2015 6:19 PM EST
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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OMB Number: 3235-0287
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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 *
Peers James
(Last) (First) (Middle)
C/O GFI GROUP INC.
55 WATER STREET
(Street)
NEW YORK NY 10041
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GFI Group Inc. [ GFIG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 02/26/2015   U (7)   187,759 D $ 6.1 0 D  
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
Restricted Stock Units (1) 02/26/2015   J (1)     23,880   (2)   (2) Common Stock 23,880 (1) 0 D  
Restricted Stock Units (1) 02/26/2015   J (1)     131,048   (3)   (3) Common Stock 131,048 (1) 0 D  
Restricted Stock Units (1) 02/26/2015   J (1)     20,027   (4)   (4) Common Stock 20,027 (1) 0 D  
Restricted Stock Units (1) 02/26/2015   J (1)     29,734   (5)   (5) Common Stock 29,734 (1) 0 D  
Restricted Stock Units (1) 02/26/2015   J (1)     49,875   (6)   (6) Common Stock 49,875 (1) 0 D  
Explanation of Responses:
1. Pursuant to that certain Tender Offer Agreement, dated as of February 19, 2015, by and among BGC Partners, Inc., BGC Partners, L.P. and the Issuer, upon the closing of the tender offer, the Restricted Stock Units were converted into the right to receive an amount in cash equal to $6.10 with respect to each share of common stock underlying such award, with such cash payable on and subject to the terms and conditions of the original vesting schedule of the Restricted Stock Units.
2. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was January 31, 2006.
3. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2010.
4. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2012.
5. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2013.
6. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2014.
7. The shares of common stock were disposed of pursuant to the tender offer by BGC Partners, L.P., an operating subsidiary of BGC Partners, Inc., to purchase all outstanding shares of common stock of the Issuer, as set forth in the Amended and Restated Offer to Purchase included in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 22, 2014, as amended, for a price of $6.10 per share.
Christopher D'Antuono, Attorney-in-fact 03/02/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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