VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP (Form Type: 4, Filing Date: 12/22/2010)

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

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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1. Name and Address of Reporting Person ^*

VANTAGEPOINT VENTURE ASSOCIATES IV LLC

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2010

(Street)

SAN BRUNO, CA 94066

(City)

(State)

(Zip)

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

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/20/2010		C		5,334,402	A	$ 0 ⁽¹⁾	5,334,402	D⁽²⁾
Common Stock	12/20/2010		C		1,242,509	A	$ 0 ⁽¹⁾	1,242,509	D⁽²⁾
Common Stock	12/20/2010		C		534,028	A	$ 0 ⁽¹⁾	534,028	D⁽³⁾
Common Stock	12/20/2010		C		124,389	A	$ 0 ⁽¹⁾	124,389	D⁽³⁾
Common Stock	12/20/2010		C		19,429	A	$ 0 ⁽¹⁾	19,429	D⁽⁴⁾
Common Stock	12/20/2010		C		4,527	A	$ 0 ⁽¹⁾	4,527	D⁽⁴⁾
Common Stock	12/20/2010		C		1,471,966	A	$ 0 ⁽¹⁾	1,471,966	D⁽⁵⁾
Common Stock	12/20/2010		C		342,858	A	$ 0 ⁽¹⁾	342,858	D⁽⁵⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Preferred Stock

⁽¹⁾

12/20/2010

2,358,991

⁽¹⁾

⁽⁶⁾

Common Stock

5,334,402

$ 0 ⁽¹⁾

D⁽²⁾

Series E Preferred Stock

⁽¹⁾

12/20/2010

323,570

⁽¹⁾

⁽⁶⁾

Common Stock

1,242,509

$ 0 ⁽¹⁾

D⁽²⁾

Series D Preferred Stock

⁽¹⁾

12/20/2010

236,159

⁽¹⁾

⁽⁶⁾

Common Stock

534,028

$ 0 ⁽¹⁾

D⁽³⁾

Series E Preferred Stock

⁽¹⁾

12/20/2010

32,393

⁽¹⁾

⁽⁶⁾

Common Stock

124,389

$ 0 ⁽¹⁾

D⁽³⁾

Series D Preferred Stock

⁽¹⁾

12/20/2010

8,592

⁽¹⁾

⁽⁶⁾

Common Stock

19,429

$ 0 ⁽¹⁾

D⁽⁴⁾

Series E Preferred Stock

⁽¹⁾

12/20/2010

1,179

⁽¹⁾

⁽⁶⁾

Common Stock

4,527

$ 0 ⁽¹⁾

D⁽⁴⁾

Series D Preferred Stock

⁽¹⁾

12/20/2010

650,936

⁽¹⁾

⁽⁶⁾

Common Stock

1,471,966

$ 0 ⁽¹⁾

D⁽⁵⁾

Series E Preferred Stock

⁽¹⁾

12/20/2010

89,286

⁽¹⁾

⁽⁶⁾

Common Stock

342,858

$ 0 ⁽¹⁾

D⁽⁵⁾

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, CA 94066		X
VANTAGEPOINT VENTURE PARTNERS IV Q LP C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO, CA 94066		X
VANTAGEPOINT VENTURE PARTNERS IV LP C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO, CA 94066		X
VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO, CA 94066		X
VP NEW YORK VENTURE PARTNERS LP C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO, CA 94066		X
SALZMAN ALAN E C/O VANTAGEPOINT VENTURE PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO, CA 94066		X

Explanation of Responses:

1.	Each share of Series D Preferred Stock and Series E Preferred Stock automatically converted into common stock, and reflects the stock split, certain indemnification obligations triggered by the adjustment to the Series E Preferred Stock conversion price, and all other adjustments pursuant to the Issuer's Certificate of Incorporation, as amended, upon the closing of Issuer's initial public offering of common stock.
2.	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), 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.
3.	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.
4.	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.
5.	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.
6.	The Series D Preferred Stock and Series E Preferred Stock have no expiration date.

	Signatures
	/s/ VANTAGEPOINT VENTURE ASSOCIATES IV, LLC., By: Alan E. Salzman, Managing Member	12/22/2010
	/s/ VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P., By: VantagePoint Venture Associates IV, LLC, its General Partner, By: Alan E. Salzman, Managing Member	12/22/2010
	/s/ VANTAGEPOINT VENTURE PARTNERS IV, L.P., By: VantagePoint Venture Associates IV, LLC, its General Partner, By: Alan E. Salzman, Managing Member	12/22/2010
	/s/ VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P., By: VantagePoint Venture Associates IV, LLC, its General Partner, By: Alan E. Salzman, Managing Member	12/22/2010
	/s/ VP NEW YORK VENTURE PARTNERS, L.P., By: VantagePoint Venture Associates IV, LLC, its General Partner, By: Alan E. Salzman, Managing Member	12/22/2010
	/s/ Alan E. Salzman	12/22/2010
	** Signature of Reporting Person	Date
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