Gooch Michael - 3 filing on 2011-12-21

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gooch Michael

(Last)

(First)

(Middle)

C/O GFI GROUP INC.

55 WATER STREET

(Street)

NEW YORK

10041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2011

3. Issuer Name and Ticker or Trading Symbol
Bonds.com Group, Inc. [ BDCG ]

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

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

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series E Convertible Preferred Stock⁽¹⁾	⁽²⁾	⁽³⁾	Common Stock	38,100,000	⁽⁴⁾	I	See footnote⁽⁵⁾
Series E-2 Convertible Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	25,714,286	⁽⁹⁾	I	See footnote⁽⁵⁾
Warrants to acquire Common Stock⁽¹⁰⁾	⁽¹¹⁾	12/05/2016	Common Stock	25,714,286	0.07	I	See footnote⁽⁵⁾
Warrants to acquire Common Stock⁽¹⁰⁾	⁽¹¹⁾	07/01/2016	Commmon Stock	35,714,286	0.07	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Represents 2,667 shares of Series E Convertible Preferred Stock issued to GFInet inc. See footnote (5) below.

2. The Series E Convertible Preferred Stock is immediately convertible. In addition, the Series E Convertible Preferred Stock will automatically convert into shares of Common Stock of the Issuer if and when (a) shares of Common Stock are listed on a national securities exchange, (b) shares of Common Stock trade with a closing price of at least $1.00 (subject to certain adjustments for stock splits and the like) for a period of 180 consecutive trading days on average trading volume of not less than 250,000 (subject to certain adjustments for stock splits and the like) shares per day over the subject 180 trading day period, and (c) the Common Stock has an aggregate market value of at least $100,000,000 as of the last day of such 180 trading day period.

3. The Series E Convertible Preferred Stock does not have an expiration date.

4. 2,667 shares of Series E Convertible Preferred Stock are initially convertible into 38,100,000 shares of Common Stock. The holders of shares of Series E Convertible Preferred Stock are entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series E Convertible Preferred Stock (subject to certain adjustments) (the "Series E Accruing Dividend"or "Series E Accrued Dividend"). The conversion rate is determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1,000 subject to certain adjustments for stock splitsand the like) and (y) all Series E Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The initial conversion price is $0.07 (subject to adjustment).

5. GFInet inc. is a wholly-owned subsidiary of GFI Group Inc. Mr. Gooch is the Chairman of the Board and Chief Executive Officer of GFI Group Inc. and the President and majority shareholder of Jersey Partners, Inc., GFI Group Inc.'s largest shareholder. Accordingly, Mr. Gooch may be deemed to have a pecuniary interest in the subject securities. Mr. Gooch disclaims beneficial ownership with respect to these securities.

6. Represents 1,800 shares of Series E-2 Convertible Preferred Stock issued to GFInet inc. See footnote (5) above.

7. The Series E-2 Convertible Preferred Stock is immediately convertible. In addition, the Series E-2 Convertible Preferred Stock will automatically convert into shares of Common Stock of the Issuer if and when (a) shares of Common Stock are listed on a national securities exchange, (b) shares of Common Stock trade with a closing price of at least $1.00 (subject to certain adjustments for stock splits and the like) for a period of 180 consecutive trading days on average trading volume of not less than 250,000 (subject to certain adjustments for stock splits and the like) shares per day over the subject 180 trading day period, and (c) the Common Stock has an aggregate market value of at least $100,000,000 as of the last day of such 180 trading day period.

8. The Series E-2 Convertible Preferred Stock does not have an expiration date.

9. 1,800 shares of Series E-2 Convertible Preferred Stock are initially convertible into 25,714,285.71 shares of Common Stock. The holders of shares of Series E-2 Convertible Preferred Stock are entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series E-2 Convertible Preferred Stock (subject to certain adjustments)(the "Series E-2 Accruing Dividend" or "Series E-2 Accrued Dividend"). The conversion rate is determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1,000 subject to certain adjustments for stock splits and the like) and (y) all Series E-2 Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The initial conversion price is $0.07 (subject to adjustment).

10. Represents warrants to acquire Common Stock issued to GFInet inc. See footnote (5) above.

11. The warrants are immediately exercisable for shares of Common Stock.

	Christopher D'Antuono, Attorney-in-fact	12/21/2011
	** Signature of Reporting Person	Date
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