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): ~~December~~January 2212, ~~2015~~2016

GFI GROUP INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-34897	80-0006224
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(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)

(Explanatory Note: Since June 1, 2015, the registrant has been a voluntary filer not subject to the filing requirements of Section 13 or 15(d) of the Exchange Act of 1934. As a voluntary filer, the registrant filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant would have been required to file such reports) as if it were subject to such filing requirements.)

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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets

OnThe ~~December 22,~~information ~~2015,~~set ~~BGC~~forth ~~Partners,~~in ~~Inc~~Item 8. ~~(“BGC”),~~01 ~~Jersey~~to Partners, Inc. (“JPI”), New JP Inc. (“New JPI”), Michael A. Gooch and Colin Heffron, directors of GFI Group Inc. (“GFI”) and JPI stockholders, and certain subsidiaries of JPI and BGC enteredthis ~~into~~Current aReport ~~merger~~on ~~agreement~~Form ~~(the~~8-K ~~“Merger~~is ~~Agreement”)~~hereby ~~providing~~incorporated ~~for the acquisition of JPI~~ by ~~BGC~~reference ~~(the~~into ~~“JPI~~this ~~Merger”) as provided for by the tender offer agreement by and among BGC, GFI and BGC Partners, L~~Item 2.P01. ~~(“BGCLP”), dated as of February 19, 2015 (as amended, the “Tender Offer Agreement”).~~

~~Shortly~~Item ~~following~~5.02. ~~the~~Departure ~~completion~~ of ~~the~~Directors ~~JPI~~or ~~Merger,~~Certain aOfficers; ~~subsidiary~~Election of ~~GFI~~ ~~will~~Directors; ~~merge~~Appointment ~~with~~of ~~and~~Certain ~~into~~Officers; ~~GFI~~Compensatory ~~pursuant~~Arrangements toof aCertain ~~short-form merger under Delaware law, with GFI continuing as the surviving entity (the “GFI Merger” and, together with the JPI Merger, the “Back-End Mergers”)~~Officers.

The ~~Back-End~~information ~~Mergers~~set ~~will~~forth ~~allow~~in ~~BGC~~Item 8.01 to ~~acquire~~this ~~the~~Current ~~remaining~~Report ~~approximately~~on ~~33%~~Form ~~of the outstanding shares of GFI common stock that BGC does not own. Following the closing of the Back~~8-~~End~~K ~~Mergers,~~is ~~BGC~~hereby ~~and~~incorporated ~~its~~by ~~affiliates~~reference ~~will~~into ~~own~~this ~~100% of the outstanding shares of GFI common stock~~Item 5.02.

~~Pursuant~~Item ~~to the terms of the Merger Agreement, certain subsidiaries of BGC will merger with and into a subsidiary of JPI~~8. ~~In the JPI Merger, each current holder of JPI common stock, other than Messrs~~01. ~~Gooch~~Other and Heffron, will be entitled to receive per JPI share held an amount equal to (i) $6.10 multiplied by the number of GFI shares currently held by JPI (less the $10.75 million in principal plus interest on the note issued by JPI to BGC on October 6, 2015) divided by (ii) the number of outstanding shares of New JPI common stock. Such amount will be payable 30% in cash and 70% in shares of BGC Class A common stock. Messrs. Gooch and Heffron will be entitled to receive the same amount per JPI share held, subject to certain adjustments, but such amount will be payable 100% in shares of BGC Class A common stock. The portion of such consideration paid in BGC Class A common stock is valued at $9.46 per share, which was the closing price of the BGC Class A Common Stock on the day prior the date of the Tender Offer Agreement. Events

InOn ~~the~~January 12, ~~GFI merger~~2016, ~~each~~BGC ~~outstanding~~Partners, ~~share~~Inc. ~~of GFI common stock~~ (~~other~~“BGC”) ~~than~~completed ~~dissenting~~its ~~shares and shares held~~acquisition by(the ~~BGC~~“JPI ~~and its subsidiaries~~Merger”) ~~will~~of beJersey ~~converted~~Partners, ~~into~~Inc. ~~the~~(“JPI”). ~~right~~The toJPI ~~receive~~Merger anoccurred ~~amount~~pursuant ~~in cash equal~~ to ~~$6.10~~a ~~per~~merger ~~GFI~~agreement ~~share~~(the ~~held.~~“Merger ~~Approximately~~Agreement”), ~~23.5 million~~dated ~~shares~~as of ~~BGC Class~~December A22, ~~Common~~2015, ~~Stock~~by and ~~$111.3~~among ~~million~~BGC, inJPI, ~~cash~~New ~~are~~JP ~~expected~~Inc., toMichael ~~be paid~~A. atGooch ~~closing~~and ofColin ~~the~~Heffron, ~~Back-End~~and ~~Mergers,~~certain ~~inclusive~~subsidiaries of ~~adjustments~~JPI and BGC.

~~The~~Shortly following the JPI Merger, ~~Agreement~~a ~~contains~~subsidiary ~~customary~~of ~~terms,~~BGC ~~covenants~~merged with and ~~conditions,~~into ~~including~~GFI ~~the~~Group ~~requirement~~Inc. ~~that~~(“GFI”) ~~BGC~~pursuant ~~register~~to ~~the~~a ~~shares~~short-form ofmerger ~~Class A~~under ~~Common~~Delaware ~~Stock~~law, ~~issuable~~with ~~pursuant~~GFI tocontinuing as the surviving entity (the “GFI Merger” ~~Agreement~~and, ~~for~~together ~~resale~~with ~~promptly~~the ~~after~~JPI ~~closing.~~Merger, Asthe a“Back-End ~~condition~~Mergers”). toFollowing the closing, ~~Messrs.~~of ~~Gooch~~the Back-End Mergers, BGC and ~~Heffron~~its ~~will~~affiliates ~~resign~~now asown ~~directors~~100 percent of the ~~board~~outstanding ~~of directors~~shares of GFI common stock.

~~GFI~~The ~~and~~Company ~~BGC~~expects ~~expect~~to ~~the~~issue ~~Back-End~~approximately 23.5 million ~~Mergers~~shares toof beits ~~completed~~Class A noCommon ~~later~~Stock ~~than~~and ~~January 29,~~pay ~~2016,~~$111.3 ~~subject~~million in cash with respect to the ~~satisfaction~~closing of ~~required regulatory~~the ~~approvals~~Back-End Mergers, inclusive of adjustments.

~~The~~As ~~foregoing~~a ~~description~~condition ofto ~~the~~closing, ~~Merger~~Messrs. ~~Agreement~~Gooch ~~does~~and ~~not~~Heffron ~~purport~~resigned toas bemembers ~~complete~~of ~~and~~the isboard ~~qualified~~of indirectors ~~its~~of ~~entirety~~GFI. byMr. Gooch ~~reference~~will to retain the ~~full~~titles ~~text~~of Vice Chairman of ~~such~~BGC ~~document~~Partners, ~~which~~L.P. isand ~~attached~~Chairman ~~hereto~~of asthe ~~Exhibit~~GFI 2Division, while Mr.1 Heffron ~~and~~will ~~incorporated~~continue ~~herein~~to byserve ~~reference~~as inthe ~~response~~CEO toof ~~this~~the ~~Item 1~~GFI Division.~~01.~~

~~The~~On ~~Merger~~January 12, ~~Agreement~~2016, ~~has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about~~ BGC, and GFI orissued ~~other~~a ~~parties~~joint ~~thereto.~~press ~~The~~release ~~representations,~~announcing ~~warranties~~the ~~and~~closing ~~covenants contained~~of in the ~~Merger~~Back-End ~~Agreement~~Mergers. ~~were~~A ~~made~~copy ~~only for purposes~~ of the ~~Merger~~press ~~Agreement~~release asis ofattached ~~the~~hereto ~~specific~~as ~~dates~~Exhibit ~~therein,~~99.1 ~~were~~and ~~solely~~is ~~for~~incorporated ~~the~~herein ~~benefit~~by ofreference. ~~the~~

~~parties~~Discussion ~~to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes~~ of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not thirdForward-~~party~~Looking ~~beneficiaries~~Statements under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in BGC or GFI’s public disclosures.

Statements in the attached press release regarding BGC’s and/or GFI’s businesses that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Except as required by law, BGC and/or GFI undertake no obligation to release any revisions to any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s and/or GFI’s respective Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in their respective public filings, including their most recent Forms 10-K and any updates to such risk factors contained in subsequent Forms 10-Q or Forms 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated December 22, 2015, by and among BGC Partners, Inc., JPI Merger Sub 1, Inc., JPI Merger Sub 2, LLC, Jersey Partners, Inc., New JP Inc., Michael Gooch and Colin Heffron. †


99.1		Joint BGC Partners, Inc. and GFI Group Inc. Press Release, dated January 12, 2016

† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, GFI has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

[Signature page to 8-K regarding the closing of the Back-End Mergers.]

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated December 22, 2015, by and among BGC Partners, Inc., JPI Merger Sub 1, Inc., JPI Merger Sub 2, LLC, Jersey Partners, Inc., New JP Inc., Michael Gooch and Colin Heffron. †

Dated: December 23, 2015

GFI GROUP INC.

Dated: January 12, 2016

GFI GROUP INC.

/s/ Howard W. Lutnick

Howard W. Lutnick

Chief Executive Officer

Filing Compare · GFI Group Inc.