Edgar Filing: MF Global Holdings Ltd.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MAN GROUP PLC/FI

2. Issuer Name and Ticker or Trading Symbol
MF Global Holdings Ltd. [MF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

SUGAR QUAY, LOWER THAMES STREET

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2010

(Street)

LONDON, X0 EC3R 6DU

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2010		J⁽¹⁾⁽²⁾		20,137,916	D	⁽¹⁾ ⁽²⁾	2,114,751 ⁽³⁾	I	See Footnote ⁽⁴⁾
Common Stock	05/26/2010		S⁽⁵⁾		2,114,751	D	$ 7.85	0	I	See Footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward Sale Contract (obligation to sell)

⁽¹⁾ ⁽²⁾

05/26/2010

J⁽¹⁾⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

22,252,667

$ 0

See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAN GROUP PLC/FI SUGAR QUAY, LOWER THAMES STREET LONDON, X0 EC3R 6DU		X

Signatures

/s/ Per B. Chilstrom, Attorney-in-Fact		05/28/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On August 13, 2009, Man Group UK Limited, of which the Reporting Person is the sole shareholder, entered into a variable forward sale agreement (the "VFS Agreement") with an unaffiliated counterparty pursuant to which Man Group UK Limited received an initial cash payment of approximately $112 million on August 18, 2009. In return, the VFS Agreement obligated Man Group UK Limited to deliver up to an aggregate of 22,252,667 shares of the Issuer's common stock (Man Group UK Limited's entire ownership stake in the Issuer) in four installments over the course of the agreement, with a related payment being made by the counterparty to Man Group UK Limited for each delivery installment. For a full description of the original terms of the VFS Agreement, see the prior Form 4 filed by the Reporting Person on August 17, 2009. (Continued in footnote 2).
(2)	On May 26, 2010 (the "Early Settlement Date"), before the first installment of common stock had been delivered pursuant to the VFS Agreement, Man Group UK Limited early settled the VFS Agreement pursuant to the terms of an early settlement agreement entered into as of May 26, 2010 (the "Early Settlement Agreement"). In accordance with the terms of the Early Settlement Agreement, on the Early Settlement Date, Man Group UK Limited delivered 20,137,916 shares of the Issuer's common stock to the counterparty and received $2,788,595. Man Group UK Limited retained 2,114,751 shares of common stock that had been subject to potential delivery under the VFS Agreement and disposed of them in a separate concurrent transaction, which is described in footnote 5. After completion of the early settlement and the transaction described in footnote 5, the Reporting Person has a 0% beneficial ownership in the Issuer.
(3)	The number of shares of common stock beneficially owned following both reported transactions is shown in the second row of Table I.
(4)	The shares of common stock were owned by, and the VFS Agreement and the Early Settlement Agreement were entered into by, Man Group UK Limited, of which the Reporting Person is the sole shareholder.
(5)	On May 26, 2010, in a separate transaction, Man Group UK Limited sold 2,114,751 shares of common stock to an unaffiliated buyer at $7.85 per share.
Remarks: Exhibit 24: Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.