SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LPL Financial Holdings Inc. [ LPLA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/25/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/25/2019 | A | 2,559(1) | A | $0 | 16,370.1482 | D | |||
| Common Stock | 02/26/2019 | M(2) | 6,000 | A | $36.88 | 22,370.1482 | D | |||
| Common Stock | 02/26/2019 | S(3) | 11,593 | D | $77.11(4) | 10,777.1482(5) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | $77.53 | 02/25/2019 | A | 7,680 | (6) | 02/25/2029 | Common Stock | 7,680 | $0 | 7,680 | D | ||||
| Option to purchase Common Stock | $36.88 | 02/26/2019 | M(2) | 6,000 | (7) | 09/03/2023 | Common Stock | 6,000 | $0 | 10,734 | D | ||||
| Explanation of Responses: |
| 1. These shares represent restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. These restricted stock units will vest ratably on February 25, 2020, February 25, 2021 and February 25, 2022. Vested shares will be issued to the reporting person as soon as practicable after the vesting date. |
| 2. The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2018. |
| 3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2018. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.73 to $77.68, 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 (4) to this Form 4. |
| 5. Consists of (i) 3,755.1482 shares of Common Stock; (ii) 2,427 restricted stock units that vest ratably on each of March 13, 2019 and March 13, 2020; (iii) 2,036 restricted stock units that vest ratably on each of February 23, 2020 and February 23, 2021; and (iv) the restricted stock units reported on this Form 4. |
| 6. This option becomes exercisable in three equal annual installments on each of February 25, 2020, February 25, 2021 and February 25, 2022. |
| 7. This option became exercisable in four installments, beginning September 3, 2014, which was the first anniversary of the date on which it was granted. The option became fully vested on September 3, 2017. |
| Remarks: |
| The signatory is signing on behalf of Michelle Oroschakoff pursuant to a Power of Attorney dated August 10, 2015. |
| /s/ Gregory M. Woods, attorney-in-fact | 02/26/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||