UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~August~~September 2425, 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.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification 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.

The information ~~required by this Item 1.01 is~~ set forth ~~under~~in Item 8.01 ~~and~~of this Current Report is incorporated ~~herein~~by reference in response to this Item 1.01.

Item 81.0102. ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

OnThe ~~August~~information ~~24,~~set ~~2015,~~forth ~~GFI~~in ~~Group Inc~~Item 8.01 ~~(“GFI”),~~of ~~Michael Gooch and Colin Heffron,~~this ~~directors~~Current ofReport ~~GFI~~is ~~and~~incorporated ~~former executive officers of GFI; Jersey Partners Inc. (“JPI”), a stockholder of GFI controlled~~ by ~~Mr.~~reference ~~Gooch;~~in ~~CME~~response Group, Inc. (“CME”); the former members of the GFI Special Committee; BGC Partners, Inc. (“BGC”); and certain other former officers and affiliates of GFI entered into a memorandum of understanding (the “MOU”) with regard to athis ~~preliminary settlement (the “Settlement”) of the consolidated class action case pending before the Court of Chancery of the State of Delaware (the “Court”)~~Item 1. ~~The case was captioned In re GFI Group Inc~~02. Stockholder Litigation (the “Delaware Case”). Neither GFI nor BGC will contribute any funds to the Settlement, which will be paid from a combination of insurance proceeds and payments by JPI and Messrs. Gooch and Heffron.

~~The~~Item ~~Settlement provides for a settlement fund of $10~~2.7503 ~~million~~Creation ~~for the class~~ of ~~GFI~~a ~~stockholders~~Direct inFinancial ~~the~~Obligation ~~Delaware~~or ~~Case.~~an ~~The~~Obligation ~~Settlement~~under ~~also~~an ~~provides~~Off-Balance ~~for~~Sheet ~~payment~~Arrangement 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 tender offer and acquisition of GFI. Registrant

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~Settlement,~~in ~~Messrs~~Item 8.01 ~~Gooch and Heffron, JPI, BGC and GFI have entered into a separate agreement providing for certain matters relating to the merger~~ of ~~BGC~~this ~~and~~Current ~~GFI~~Report ~~and~~is ~~allocating~~incorporated ~~certain~~by ~~responsibilities~~reference ~~and advancing certain payments (the “Settlement Letter”). In addition,~~ in ~~the~~response ~~MOU, CME has agreed~~ to ~~terminate~~this the restriction prohibiting Messrs. Gooch and Heffron, JPI and certain other stockholders and affiliates of GFI from supporting the Back-End Mergers (as defined below) or similar transactions until JanuaryItem ~~30, 2016 (the “Waiver”), which was set forth in the Support Agreement, dated as of July 30, 2014, by and among the CME, JPI and affiliated entities, Messrs~~2. ~~Gooch and Heffron and another former GFI officer~~03.

~~Accordingly,~~Item the 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, L8.P.01 ~~dated~~Other 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 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. Events

~~The~~On ~~JPI~~September 25, ~~advance~~2015, ofGFI ~~the~~Group ~~merger~~Inc. ~~consideration~~(“GFI”) ~~will~~and beGFI ~~deducted~~Holdings ~~from~~Limited (“GFI ~~the~~Holdings,” ~~merger~~and, ~~consideration~~together ~~payable~~with tothe itGFI, ~~upon completion of~~ the ~~Back-End Mergers~~“Borrowers”), ~~bear~~each ~~interest~~a atsubsidiary ~~the~~of ~~rate~~BGC ofPartners, 5Inc.~~375%~~ ~~per~~(the ~~annum~~“Company” ~~and~~or be“BGC ~~secured~~Partners”) bydelivered 2notice ~~million~~to ~~shares~~Bank of ~~GFI~~America ~~common~~N.A. ~~stock~~of ~~owned~~the byBorrowers’ ~~JPI.~~intent to Ifterminate ~~insurance~~and ~~proceeds~~repay ~~are~~on ~~insufficient~~October 2, ~~amounts~~2015 ~~advanced~~the toentire ~~Messrs.~~$75 ~~Gooch~~million ~~and~~outstanding ~~Heffron,~~under ifits ~~any, would~~Second beAmended ~~deducted~~and ~~from~~Restated ~~any~~Credit ~~payment~~Agreement to(the ~~which~~“Credit ~~they~~Agreement”) ~~may~~with beBank ~~entitled~~of ~~under~~America ~~their~~and ~~non-competition~~certain ~~and~~other ~~distributable~~parties ~~earnings~~thereto, ~~bonus~~dated ~~award~~as ~~agreements~~of December 20, ~~with~~2010. ~~BGC~~The (amounts due under the ~~“DE~~Credit ~~Agreements”),~~Agreement ~~which~~were ~~they~~scheduled ~~entered~~to ~~into~~mature inon ~~connection~~December 20, ~~with~~2015 ~~the~~and ~~tender~~are ~~offer,~~being ~~so long~~repaid asby ~~they~~GFI ~~are~~prior ~~eligible~~to ~~for~~the ~~payments~~completion ~~under~~of ~~their~~the ~~respective~~sale DEof ~~Agreements~~its Trayport division.

In order to repay the amount due under the Credit Agreement, on October 1, 2015, GFI agreed to borrow $75 million from BGC Partners (the “BGC Loan”). The BGC Loan bears interest at the rate of LIBOR plus 2%. Due to intercompany eliminations, the BGC Loan will have no impact on the consolidated balance sheet or income statement of BGC Partners.

In order to make the BGC Loan, on the same date, BGC Partners entered into a previously authorized $150 million revolving credit facility (the “Facility”) with Cantor Fitzgerald, L.P. (“Cantor”) and has agreed to borrow $100 million under such facility (the “Cantor Loan”). The Cantor Loan bears interest at the rate of LIBOR plus 3.25% and may be adjusted based on Cantor’s short-term borrowing rate then in effect plus 1%. The Facility has a maturity date of August 10, 2017. BGC Partners expects that the Cantor Loan will be repaid and replaced with a new third party credit facility with a syndicate of banks by the end of the year.

BGC Partners owns approximately 67% of GFI’s common stock and currently consolidates the financial statements of GFI and Cantor has a controlling interest in BGC Partners.

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: August 28, 2015	By:	/s/ Howard W. Lutnick
Date: October 1, 2015		By:	/s/ James A. Peers
		Name: Howard W. Lutnick
			Name:	James A. Peers
		Title: Chief Executive Officer
			Title:	Chief Financial Officer

[Signature Page to Form 8-K, dated ~~August~~October 281, 2015, ~~regarding~~with arespect ~~settlement~~to ~~agreement~~the Company’s prepayment of credit facility and note from BGC.]

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