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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BOYCE RICHARD W C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
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| Ronald Cami on behalf of Richard W. Boyce (4) | 09/03/2013 | |
| **Signature of Reporting Person | Date |
| * | 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) | The shares of Common Stock (each a "Share") of LPL Financial Holdings Inc. (the "Issuer") reported herein were received in a pro rata distribution of Shares from each of TPG Equity IV-A, L.P. ("Equity IV-A") and TPG GenPar IV, L.P. ("GenPar IV"). Of the Shares reported herein, 3,290 Shares were received from Equity IV-A and 12,896 Shares were received from GenPar IV. |
| (2) | Mr. Boyce is a TPG partner. TPG is affiliated with each of TPG Holdings I, L.P. ("Holdings I"), which holds 541,459 Shares (the "Holdings I Shares"), TPG Partners IV, L.P. ("Partners IV"), which holds 16,753,402 Shares (the "Partners IV Shares"), TPG Coinvestment IV, L.P. ("Coinvestment IV"), which holds 1,654 Shares (the "Coinvestment IV Shares"), and TPG Associates IV, L.P. ("TPG Associates IV" and, together with Holdings I, Partners IV and Coinvestment IV, the "TPG Shareholders"), which holds 2,068 Shares (the "Associates IV Shares" and together with the Holdings I Shares, the Partners IV Shares and the Coinvestment IV Shares, the "TPG Shares"). |
| (3) | Mr. Boyce disclaims beneficial ownership of the TPG Shares and any Shares that are or may be beneficially owned by any affiliate of the TPG Shareholders. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Boyce is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer directly held by any of the TPG Shareholders or any of their respective affiliates. |
| Remarks: (4) Ronald Cami is signing on behalf of Mr. Boyce pursuant to an authorization and designation letter dated July 1, 2013, which is filed as an exhibit to this Form 4. | |