Edgar Filing: VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â VANTAGEPOINT VENTURE ASSOCIATES IV LLC

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2010

3. Issuer Name and Ticker or Trading Symbol
GAIN Capital Holdings, Inc. [GCAP]

(Last)

(First)

(Middle)

C/O VANTAGEPOINT VENTURE PARTNERS,Â 1001 BAYHILL DRIVE, SUITE 300

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN BRUNO,Â CAÂ 94066

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	2,358,991	$ ⁽²⁾	D ⁽³⁾	Â
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	323,570	$ ⁽²⁾	D ⁽³⁾	Â
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	236,159	$ ⁽²⁾	D ⁽⁴⁾	Â
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	32,393	$ ⁽²⁾	D ⁽⁴⁾	Â
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	8,592	$ ⁽²⁾	D ⁽⁵⁾	Â
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,179	$ ⁽²⁾	D ⁽⁵⁾	Â
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	650,936	$ ⁽²⁾	D ⁽⁶⁾	Â
Series E Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	89,286	$ ⁽²⁾	D ⁽⁶⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VANTAGEPOINT VENTURE ASSOCIATES IV LLC C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO,Â CAÂ 94066	Â	Â X	Â	Â
VANTAGEPOINT VENTURE PARTNERS IV Q LP C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO,Â CAÂ 94066	Â	Â X	Â	Â
VANTAGEPOINT VENTURE PARTNERS IV LP C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO,Â CAÂ 94066	Â	Â X	Â	Â
VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO,Â CAÂ 94066	Â	Â X	Â	Â
VP NEW YORK VENTURE PARTNERS LP C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO,Â CAÂ 94066	Â	Â X	Â	Â
SALZMAN ALAN E C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO,Â CAÂ 94066	Â	Â X	Â	Â

Signatures

/s/ VANTAGEPOINT VENTURE ASSOCIATES IV, LLC., By: Alan E. Salzman, Managing Member		12/14/2010
^**Signature of Reporting Person		Date
/s/ VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P., By: VantagePoint Venture Associates IV, LLC, its General Partner, By: Alan E. Salzman, Managing Member		12/14/2010
^**Signature of Reporting Person		Date
/s/ VANTAGEPOINT VENTURE PARTNERS IV, L.P., By: VantagePoint Venture Associates IV, LLC, its General Partner, By: Alan E. Salzman, Managing Member		12/14/2010
^**Signature of Reporting Person		Date
/s/ VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P., By: VantagePoint Venture Associates IV, LLC, its General Partner, By: Alan E. Salzman, Managing Member		12/14/2010
^**Signature of Reporting Person		Date
/s/ VP NEW YORK VENTURE PARTNERS, L.P., By: VantagePoint Venture Associates IV, LLC, its General Partner, By: Alan E. Salzman, Managing Member		12/14/2010
^**Signature of Reporting Person		Date
/s/ Alan E. Salzman		12/14/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	These securities are Series D Preferred Stock and Series E Preferred Stock of the Issuer and do not have an expiration date. These securities will convert automatically into shares of common stock upon the closing of the Issuer's initial public offering, subject to certain conditions.
(2)	Immediately prior to the closing of the Issuer's initial public offering, subject to certain conditions, each share of Series D Preferred Stock and Series E Preferred Stock will convert automatically into shares of the Issuer's common stock and will also subsequently be adjusted to reflect a 2.29-for-1 stock split of the Issuer's common stock.
(3)	These securities are directly held by VantagePoint Venture Partners IV (Q), L.P. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV (Q). VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, through his authority to cause the general partner of the limited partnership that directly holds such securities to act, may be deemed to have voting and investment power with respect to such securities. Mr. Salzman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest in such securities. 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.
(4)	These securities are directly held by VantagePoint Venture Partners IV, L.P. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV, L.P. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, through his authority to cause the general partner of the limited partnership that directly holds such securities to act, may be deemed to have voting and investment power with respect to such securities. Mr. Salzman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest in such securities. 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.
(5)	These securities are directly held by VantagePoint Venture Partners IV, Principals Fund, L.P. VantagePoint Venture Associates IV, L.L.C. is the general partner of VantagePoint Venture Partners IV, Principals Fund, L.P. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, through his authority to cause the general partner of the limited partnership that directly holds such securities to act, may be deemed to have voting and investment power with respect to such securities. Mr. Salzman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest in such securities. 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.
(6)	These securities are directly held by VP New York Venture Partners, L.P. VantagePoint Venture Associates IV, L.L.C. is the general partner of VP New York Venture Partners, L.P. VantagePoint Venture Associates IV, L.L.C. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities. Alan E. Salzman, through his authority to cause the general partner of the limited partnership that directly holds such securities to act, may be deemed to have voting and investment power with respect to such securities. Mr. Salzman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest in such securities. 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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