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Filing Details

Accession Number:: 0001140361-13-034904
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-09-03 19:59:27
Reporting Period:: 2013-08-29

Filing Date:: 2013-09-03
Accepted Time:: 2013-09-03 19:59:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1397911	Lpl Financial Holdings Inc.	LPLA	Security & Commodity Brokers, Dealers, Exchanges & Services (6200)	203717839

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Global, Llc, 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc, 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	Disposition	2013-08-29	321,050	$0.00	17,707,651	No	4	J	Indirect	See Explanation of Responses
Common Stock, Par Value $0.001 Per Share	Disposition	2013-08-29	60,960	$37.47	17,646,691	No	4	S	Indirect	See Explanation of Responses
Common Stock, Par Value $0.001 Per Share	Disposition	2013-08-30	13,050	$36.94	17,633,641	No	4	S	Indirect	See Explanation of Responses
Common Stock, Par Value $0.001 Per Share	Disposition	2013-09-03	97,830	$36.88	17,535,811	No	4	S	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses

Footnotes

Effective August 29, 2013, each of TPG Management IV-A, L.P., TPG Equity IV-A, L.P., TPG GenPar IV, L.P. ("GenPar IV") and TPG Advisors IV, Inc. ("Advisors IV") distributed shares of Common Stock (each a "Share") of LPL Financial Holdings Inc. (the "Issuer") pro rata to their respective partners or shareholders, as the case may be.
On each of August 29, August 30 and September 3, 2013 each of TPG Associates IV, L.P. ("Associates IV"), TPG Coinvestment IV, L.P. ("Coinvestment IV"), TPG Partners IV, L.P. ("Partners IV") and TPG Holdings I, L.P. ("Holdings I" and, together with Associates IV, Coinvestment IV and Partners IV, the "TPG Shareholders") sold Shares pursuant to Rule 144 under the Securities Act of 1933, as amended.
The number of securities reported represents an aggregate number of Shares sold in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Sale prices ranged from $37.17 to $37.695 per Share, inclusive. The Reporting Persons (as defined below) undertake to provide the staff of the Securities and Exchange Commission (the "Commission"), the Issuer or a stockholder of the Issuer, upon request, the number of Shares sold by the Reporting Persons at each separate price within the range.
The number of securities reported represents an aggregate number of Shares sold in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Sale prices ranged from $36.69 to $37.24 per Share, inclusive. The Reporting Persons undertake to provide the staff of the Commission, the Issuer or a stockholder of the Issuer, upon request, the number of Shares sold by the Reporting Persons at each separate price within the range.
The number of securities reported represents an aggregate number of Shares sold in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Sale prices ranged from $36.67 to $37.115 per Share, inclusive. The Reporting Persons undertake to provide the staff of the Commission, the Issuer or a stockholder of the Issuer, upon request, the number of Shares sold by the Reporting Persons at each separate price within the range.
David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of Holdings I, which holds 541,459 Shares following the transactions reported herein and is the sole member of TPG GenPar IV Advisors, LLC, which is the general partner of TPG GenPar IV, L.P., which is the general partner of Partners IV, which holds 16,753,402 Shares following the transactions reported herein.
Messrs. Bonderman and Coulter are also officers and sole shareholders of Advisors IV, which is the general partner of each of Associates IV, which holds 2,068 Shares following the transactions reported herein and Coinvestment IV, which holds 1,654 Shares following the transactions reported herein.
As a result of the transactions reported herein and excluding the Shares held by the TPG Shareholders, Mr. Bonderman holds directly or indirectly 208,401 Shares and Mr. Coulter holds directly or indirectly 28,827 Shares.
Because of the Reporting Persons' respective relationships to the TPG Shareholders, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of such TPG Shareholders. Each Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any.
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 the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities beneficially owned in excess of their respective pecuniary interests.