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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gooley Thomas
   2. Issuer Name and Ticker or Trading Symbol
LPL Financial Holdings Inc. [LPLA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Managing Director
(Last)
(First)
(Middle)
C/O LPL FINANCIAL HOLDINGS INC.,, 75 STATE STREET, 22ND FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/04/2019
(Street)

BOSTON, MA 02109		 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)
Code V Amount (A) or (D) Price
Common Stock 02/04/2019   M   20,576 A $ 43.74 41,868 D  
Common Stock 02/04/2019   M   15,938 A $ 24.38 57,806 D  
Common Stock 02/04/2019   M   6,926 A $ 39.48 64,732 D  
Common Stock 02/04/2019   S   40,340 D $ 74.81 (1) 24,392 D  
Common Stock 02/04/2019   S   3,100 D $ 75.06 (2) 21,292 (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase Common Stock $ 43.74 02/04/2019   M     20,576   (4) 08/06/2025 Common Stock 20,576 $ 0 0 D  
Option to purchase Common Stock $ 24.38 02/04/2019   M     15,938   (5) 06/13/2026 Common Stock 15,938 $ 0 7,969 D  
Option to purchase Common Stock $ 39.48 02/04/2019   M     6,926   (6) 03/13/2027 Common Stock 6,926 $ 0 13,852 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gooley Thomas
C/O LPL FINANCIAL HOLDINGS INC.,
75 STATE STREET, 22ND FLOOR
BOSTON, MA 02109		       Managing Director  

Signatures

 /s/ Gregory M. Woods, attorney-in-fact   02/06/2019
**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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.05 to $75.03 per share, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of LPL Financial Holdings Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.055 to $75.09 per share, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of LPL Financial Holdings Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.
(3) Consists of (i) 7,997 shares of Common Stock; (ii) 1,830 restricted stock units that vest in full on February 25, 2019; (iii) 3,111 restricted stock units that vest in full on February 25, 2019; (iv) 976 restricted stock units that vest in full on June 13, 2019; (v) 3,958 restricted stock units that vest ratably on each of March 13, 2019 and March 13, 2020; and (vi) 3,420 restricted stock units that vest ratably on each of February 23, 2019, February 23, 2020 and February 23, 2021.
(4) This option became exercisable in three installments, beginning August 6, 2016, which was the first anniversary of the date on which it was granted. The option became fully vested on August 6, 2018.
(5) This option, representing a right to purchase a total of 23,907 shares, becomes exercisable in three equal installments, beginning on June 13, 2017, which was the first anniversary of the date on which it was granted. The option shall become vested with regard to the remaining 7,969 underlying shares on June 13, 2019.
(6) This option, representing a right to purchase a total of 20,778 shares, becomes exercisable in three equal installments, beginning on March 13, 2018, which was the first anniversary of the date on which it was granted. The option shall become vested with regard to the remaining 13,852 underlying shares on March 13, 2020.
 
Remarks:
The signatory is signing on behalf of Thomas Gooley pursuant to a Power of Attorney dated June 27, 2015.

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