CME GROUP INC. — Director's Dealing 2014

Aug 11, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GFI Group Inc. (GFIG)
CIK: 0001292426
Period of Report: 2014-07-30

Reporting Person: CME GROUP INC. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	0	Indirect

Footnotes

F1: The Reporting Person is filing this Form 3 solely due to the entry into a support agreement (the "Support Agreement") by and among CME Group Inc. ("CME") and certain shareholders of GFI Group Inc. (the "Issuer"). The Reporting Person also filed a Schedule 13D on August 11, 2014. The Support Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 30, 2014, by and among CME, the Issuer, Commodore Acquisition Corp. ("Merger Sub 1") and Commodore Acquisition LLC ("Merger Sub 2"). As a result of certain provisions contained in the Support Agreement, the Reporting Person may be deemed to have beneficial ownership of the shares of the Issuer's common stock (the "Shares") covered by the Support Agreement (an aggregate of 48,209,304 Shares, which represents approximately 38.1% of the Issuer's total outstanding Shares

F2: (Continued from footnote 1) based on 126,487,416 Shares reported outstanding as of July 30, 2014 (as represented in the Merger Agreement)) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person expressly disclaims any beneficial ownership of the securities reported herein, and the Reporting Person does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Shares subject to the Support Agreement. The Reporting Person declares that the filing of this Form 3 shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities in this Form 3. For additional information regarding the Support Agreement and the Merger Agreement, see Schedule 13D filed by CME with the Securities and Exchange Commission on August 11, 2014.