UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

GAIN Capital Holdings, Inc.

(Name of Issuer)

Common Stock (par value $0.00001)

(Title of Class of Securities)

36268W 100

(CUSIP Number)

September 24, 2013

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

---

CUSIP No. 36268W 100		13G		Page 2 of 5

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Gary L. Tilkin
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   3,625,721
				6.		SHARED VOTING POWER   0
				7.		SOLE DISPOSITIVE POWER   3,625,721
				8.		SHARED DISPOSITIVE POWER   0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,625,721
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.2% (1)
12.		TYPE OF REPORTING PERSON (see instructions)   IN

Footnotes:

 

(1)	Based on 39,580,143 shares of Common Stock as of October 3, 2013.

 

---

CUSIP No. 36268W 100		13G		Page 3 of 5

 

Item 1.

 

(a)

Name of Issuer

GAIN Capital Holdings, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

135 US Highway 202/206, Suite 11, Bedminster, New Jersey 07921

Item 2.

 

(a)

Names of Persons Filing

Gary L. Tilkin

 

(b)

Address of the Principal Office or, if none, residence

618 Kenmoor SE, Grand Rapids, Michigan 49546

 

(c)

Citizenship

United States of America

 

(d)

Title of Class of Securities

Common Stock, par value $0.00001 per share

 

(e)

CUSIP Number

36268W 100

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)		¨				Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)		¨				Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		¨				Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		¨				Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		¨				An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)		¨				An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)		¨				A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)		¨				A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		¨				A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)		¨				Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned: 3,625,721

 

(b)

Percent of class: 9.2%

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 3,625,721

---

CUSIP No. 36268W 100		13G		Page 4 of 5

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 3,625,721

 

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

---

CUSIP No. 36268W 100		13G		Page 5 of 5

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 4, 2013