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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Rotsztain Diego 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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel and Secretary
(Last)         (First)         (Middle)
C/O GAIN CAPITAL HOLDINGS, INC., 135 U.S. RT. 202/206, SUITE 11
3. Date of Earliest Transaction (MM/DD/YYYY)
5/24/2020
(Street)
BEDMINSTER, NJ 07921
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 (1) 5/24/2020    A    16800  A $0  142818  D   
Common Stock (2) 5/26/2020    D    5540  D $6.2381 (3) 137278  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  As previously disclosed, on May 24, 2018, the reporting person received a compensatory grant of performance-based RSUs ("PRSUs") whose vesting was dependent on the issuer's operating performance. The level of achievement against this operational goal was determined by the Compensation Committee of the Board of Directors, and 65% of the PRSUs vested as of the second anniversary of the grant date. The remaining 35% of the PRSUs is scheduled to vest on the third anniversary of the grant date.
(2)  The shares were sold to satisfy tax withholding obligations relating to the vesting of previously reported restricted stock units. The sales were made pursuant to a sales plan that complies with the requirements of Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
(3)  The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.21 to $6.26, inclusive. The reporting person undertakes to provide to GAIN Capital Holdings, Inc., any security holder of GAIN Capital Holdings, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rotsztain Diego
C/O GAIN CAPITAL HOLDINGS, INC.
135 U.S. RT. 202/206, SUITE 11
BEDMINSTER, NJ 07921


General Counsel and Secretary

Signatures
/s/ Diego Rotsztain 5/27/2020
**Signature of Reporting Person Date
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