UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~July~~August 1024, 2015

GFI GROUP INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-34897

80-0006224

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

55 Water Street, New York, NY 10041

(Address of principal executive offices)

Registrant’s telephone number, including area code (212) 968-4100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry ~~into~~Into a Material Definitive Agreement.

~~Effective~~The ~~July 10,~~information ~~2015,~~required ~~GFI~~by ~~Group~~this ~~Inc~~Item 1. ~~(“GFI”)~~01 ~~and~~is ~~BGC~~set forth ~~Partners, Inc. (“BGC Partners”) entered into a guarantee (the “Guarantee”) pursuant to which BGC Partners has guaranteed the obligations of GFI~~ under ~~GFI’s~~ Item 8.~~375%~~01 ~~Senior Notes due 2018 in the remaining aggregate principal amount of $240,000,000 (the “Notes”)~~ and ~~the indenture, dated as of July 19, 2011 (the “Indenture”), between GFI and The Bank of New York Mellon Trust Company, N.A., as Trustee. The Guarantee~~ is ~~expected~~ toincorporated ~~have~~herein ain ~~positive~~response ~~impact on the credit ratings of the Notes. As previously disclosed, pursuant~~ to ~~the~~this ~~terms of the Indenture, the current interest rate on the Notes will be reduced effective July 20, 2015 as a result of prior ratings increases following the acquisition of GFI by BGC Partners~~Item. ~~Additional further ratings increases due to the Guarantee would further reduce the interest rate of the Notes.~~

~~BGC~~Item ~~Partners owns approximately 67% of GFI and currently consolidates the financial statements of GFI~~8.01. ~~BGC~~Other ~~Partners and GFI will share any cost savings, including interest and costs, resulting from the credit enhancement provided by BGC Partners~~Events.

~~The~~On ~~foregoing~~August ~~description~~24, 2015, GFI Group Inc. (“GFI”), Michael Gooch and Colin Heffron, directors of GFI and former executive officers of GFI; Jersey Partners Inc. (“JPI”), a stockholder of GFI controlled by Mr. Gooch; CME Group, Inc. (“CME”); the ~~Guarantee~~former ~~does~~members ~~not~~of ~~purport~~the GFI Special Committee; BGC Partners, Inc. to(“BGC”); beand ~~complete~~certain other former officers and isaffiliates ~~qualified~~of inGFI ~~its~~entered ~~entirety~~into bya ~~reference~~memorandum of understanding (the “MOU”) with regard to a preliminary settlement (the ~~full~~“Settlement”) ~~text~~of the consolidated class action case pending before the Court of ~~such~~Chancery ~~document~~of ~~attached~~the asState ~~Exhibit 4~~of Delaware (the “Court”).1 The case was captioned In re GFI Group Inc. Stockholder Litigation (the “Delaware Case”). Neither GFI nor BGC will contribute any funds to ~~this~~the Settlement, ~~Current~~which ~~Report~~will be paid from a combination of insurance proceeds and ~~incorporated~~payments by ~~reference~~JPI ~~herein~~and Messrs. Gooch and Heffron.

~~Discussion~~The Settlement provides for a settlement fund of ~~Forward-Looking~~$10.75 ~~Statements~~million for the class of GFI stockholders in the Delaware Case. The Settlement also provides for payment of attorneys’ fees and costs to plaintiffs’ counsel in an amount to be established by negotiation, mediation or a fee application to the Court. The final Settlement will also require approval of the Court, with funds to be paid to the settlement fund after such date and not before September 30, 2015. The Settlement, once approved, will resolve fully and finally all of the matters pending in Delaware relating to the actions of the former GFI officers, former GFI Board of Directors and former GFI Special Committee in connection with the BGC ~~Partners~~tender offer and acquisition of GFI.

~~Statements~~In inconnection ~~this~~with ~~Current~~the ~~Report~~Settlement, ~~regarding~~Messrs. ~~GFI~~Gooch and Heffron, JPI, BGC ~~Partners~~and ~~that~~GFI ~~are~~have ~~not~~entered ~~historical~~into ~~facts~~a ~~are~~separate ~~“forward~~agreement ~~looking~~providing ~~statements”~~for ~~that~~certain ~~involve~~matters ~~risks~~relating ~~and~~to ~~uncertainties.~~the ~~Except~~merger asof ~~required~~BGC byand ~~law, neither~~ GFI ~~nor~~and ~~BGC~~allocating ~~Partners~~certain ~~undertakes~~responsibilities ~~any~~and ~~obligation~~advancing tocertain ~~release~~payments ~~any~~(the ~~revisions~~“Settlement ~~to any forward-looking statements~~Letter”). ~~For~~In aaddition, ~~discussion~~in ofthe ~~additional~~MOU, ~~risks~~CME ~~and~~has ~~uncertainties,~~agreed ~~which~~to ~~could~~terminate ~~cause~~the ~~actual~~restriction ~~results or~~prohibiting ~~events~~Messrs. toGooch ~~differ~~and ~~from~~Heffron, ~~those~~JPI and ~~contained~~certain inother ~~the~~stockholders ~~forward-looking~~and ~~statements,~~affiliates ~~see~~of GFI’s ~~and~~from ~~BGC~~supporting ~~Partners’~~the ~~Securities~~Back-End ~~and~~Mergers ~~Exchange~~(as ~~Commission~~defined ~~filings,~~below) ~~including,~~or ~~but~~similar ~~not~~transactions ~~limited~~until toJanuary 30, 2016 (the ~~risk~~“Waiver”), ~~factors~~which was set forth in ~~its~~the ~~public~~Support ~~filings~~Agreement, ~~including its~~dated ~~most~~as ~~recent~~of July 30, ~~Form~~2014, ~~10-K~~by and ~~any~~among ~~updates~~the toCME, ~~such~~JPI ~~risk~~and ~~factors~~affiliated ~~contained~~entities, inMessrs. ~~subsequent~~Gooch ~~Form~~and ~~10-Q~~Heffron orand ~~Form~~another ~~8-K~~former ~~filings~~GFI officer.

~~Item~~Accordingly, 9the parties to the Settlement Letter have agreed that on December 21, 2015, BGC, GFI, JPI and certain affiliates shall enter into the merger agreements providing for merger transactions (the “Back-End Mergers”) as required in the Tender Offer Agreement by and among BGC, GFI and BGC Partners, L.01P. ~~Financial~~dated ~~Statements~~as of February 19, 2015. BGC expects the Back-End Mergers to be completed no later than January 29, 2016. In consideration of the Waiver and ~~Exhibits~~JPI’s agreement to complete the Back-End Mergers in early 2016, BGC will advance to JPI $10.75 million of the previously agreed upon and disclosed merger consideration to which JPI is entitled in the Back-End Mergers, which JPI will contribute to the settlement fund. The Settlement Letter also includes the following agreements: (i) payment of the plaintiffs’ attorneys’ fees and costs in the Delaware Case first from insurance proceeds, with any excess to be paid by Messrs. Gooch and Heffron; (ii) indemnification by Messrs. Gooch and Heffron with respect to liabilities and expenses in the Delaware Case and other cases related to breach of fiduciary duty or other causes of action, the CME Merger Agreement, insurance claims and the tender offer to the extent not covered by insurance; and (iii) indemnification by Mr. Gooch with respect to liabilities and expenses in connection with the remaining New York class action case that are not otherwise covered by insurance.

The JPI advance of the merger consideration will be deducted from the merger consideration payable to it upon completion of the Back-End Mergers, bear interest at the rate of 5.375% per annum and be secured by 2 million shares of GFI common stock owned by JPI. If insurance proceeds are insufficient, amounts advanced to Messrs. Gooch and Heffron, if any, would be deducted from any payment to which they may be entitled under their non-competition and distributable earnings bonus award agreements with BGC (dthe “DE Agreements”), ~~Exhibits~~which they entered into in connection with the tender offer, so long as they are eligible for payments under their respective DE Agreements.

Exhibit No.		Description
4.1		Guarantee, dated as of July 10, 2015, by and between BGC Partners, Inc. and GFI Group Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GFI GROUP INC.	~~GFI GROUP INC.~~
Date: July 10, 2015		By:	/s/ James A. Peers
Date: August 28, 2015	By:	/s/ Howard W. Lutnick
			Name:	James A. Peers
		Name: Howard W. Lutnick
			Title:	Chief Financial Officer
		Title: Chief Executive Officer

[Signature Page to Form 8-K, dated ~~July~~August 1028, 2015, regarding ~~BGC~~a ~~Partners’~~settlement agreement.]

Guarantee of GFI 8.375% Notes]

Exhibit List

Exhibit No.		Description
4.1		Guarantee, dated as of July 10, 2015, by and between BGC Partners, Inc. and GFI Group Inc.

Filing Compare · GFI Group Inc.