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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
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PURSUANT TO § 240.13d-2(a)
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CUSIP No. 36268W100
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1.
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Names of Reporting Persons.
Discovery Group I, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
1,401,167
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
1,401,167
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,401,167
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
3.9%
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14.
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Type of Reporting Person (See Instructions)
IA
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CUSIP No. 36268W100
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1.
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Names of Reporting Persons.
Daniel J. Donoghue
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
1,401,167
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
1,401,167
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,401,167
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
3.9%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 36268W100
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1.
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Names of Reporting Persons.
Michael R. Murphy
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
1,401,167
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
1,401,167
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,401,167
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
3.9%
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14.
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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Security and Issuer
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This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, $0.00001 par value per share (the “Common Stock”), of Gain Capital Holdings, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at Bedminster One, 135 Route 202/206, Bedminster, New Jersey 07921. This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on September 14, 2012 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 1.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
The total purchase price for the 1,401,167 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of May 1, 2013 was approximately $7,755,499. The source of such funds was the assets of a private investment partnership over which Discovery Group exercises discretionary investment management authority (the “Partnership”), including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnership with a broker on customary terms and conditions. The Partnership is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
The information concerning percentages of ownership set forth below is based on 35,575,654 shares of Common Stock reported outstanding as of April 22, 2013 in the Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission on April 30, 2013.
Discovery Group beneficially owns 1,401,167 shares of Common Stock as of May 1, 2013, which represents 3.9% of the outstanding Common Stock.
Mr. Donoghue beneficially owns 1,401,167 shares of Common Stock as of May 1, 2013, which represents 3.9% of the outstanding Common Stock.
Mr. Murphy beneficially owns 1,401,167 shares of Common Stock as of May 1, 2013, which represents 3.9% of the outstanding Common Stock.
Discovery Group is the sole general partner of the Partnership. Messrs. Donoghue and Murphy are the sole managing members of Discovery Group. As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by the Partnership.
The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.
The sale by the Reporting Persons of shares of Common Stock on April 9, 2013 reported herein was the first sale of Common Stock after the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock. Based on information available to the Reporting Persons, the Reporting Persons believe they ceased to be beneficial owners of more than five percent of the Common Stock prior to April 9, 2013 due to changes in the aggregate number of shares of Common Stock outstanding.
No person other than the Partnership is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnership, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 1.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1: List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
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Exhibit 2: Joint Filing Agreement dated as of May 2, 2013, by and among Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 3: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
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Exhibit 4: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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May 2, 2013
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Date
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DISCOVERY GROUP I, LLC
By: Michael R. Murphy*
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Signature
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Michael R. Murphy, Managing Member
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Name/Title
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Daniel J. Donoghue*
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Signature
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Daniel J. Donoghue
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Name/Title
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Michael R. Murphy*
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Signature
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Michael R. Murphy
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Name/Title
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*By: /s/ Mark Buckley
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Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
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Exhibit 1
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List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
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Exhibit 2
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Joint Filing Agreement dated as of May 2, 2013, by and among Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 3
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Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
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Exhibit 4
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Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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