Item 2.02 Results of Operations and Financial Condition.

On February 27, 2020, GAIN Capital Holdings, Inc., a Delaware corporation (the "Company"), issued a press release to report the Company's financial results for the quarter and year ended December 31, 2019. The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.*

Item 7.01 Regulation FD Disclosure.



In connection with the reporting of the Company's financial results for the
quarter and year ended December 31, 2019, the Company has made available for
review on its website (ir.gaincapital.com) a copy of its corporate presentation
concerning these results. A copy of the corporate presentation is also attached
hereto as Exhibit 99.2.*
Item 8.01 Other Events.
On February 27, 2020, the Company announced that its Board of Directors has
declared a dividend of $0.06 per share of the Company's common stock. The
dividend will be paid on March 27, 2020 to shareholders of record at the close
of business on March 24, 2020.
On February 27, 2020, the Company issued a press release announcing the
execution of an Agreement and Plan of Merger (the "Merger Agreement") by and
among the Company, INTL FCStone Inc., a Delaware corporation ("INTL") and Golf
Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of INTL
("Merger Sub"), pursuant to which Merger Sub will, subject to the satisfaction
or waiver of the conditions of the Merger Agreement, merge with and into the
Company, with the Company surviving the merger and becoming a wholly owned
subsidiary of INTL.  Subject to the terms and conditions of the Merger
Agreement, the Company's stockholders will receive $6.00 per share in cash,
without interest. A copy of the press release is also attached hereto as Exhibit
99.3.*
Item 9.01. Financial Statements and Exhibits

Exhibit
  No.        Description

99.1         Press Release of GAIN Capital Holdings, Inc., dated February 27, 2020,
             reporting its financial results
99.2         Corporate Presentation
99.3         Press Release announcing execution of an Agreement and Plan of Merger,
             dated February 27, 2020



*      The information furnished in Items 2.02, 7.01, 8.01 and 9.01 of this
       Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, shall
       not be deemed "filed" for purposes of Section 18 of the Securities
       Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the
       liabilities of that section, nor shall it be deemed incorporated by
       reference in any filing under the Securities Act of 1933 or the Exchange
       Act, except as expressly set forth by specific reference in such a filing.

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