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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 | |
| TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| /s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) | 08/16/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Ronald Cami on behalf of David Bonderman (7) (8) | 08/16/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Ronald Cami on behalf of James G. Coulter (7) (8) | 08/16/2013 | |
| **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) | Effective August 15, 2013, TPG Partners IV, L.P. ("Partners IV") distributed shares of Common Stock (each a "Share") of LPL Financial Holdings Inc. (including shares held by Partners IV as nominee) pro rata to the partners and nominators of Partners IV. |
| (2) | 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 TPG Holdings I, L.P. ("Holdings I"), which holds 424,827 Shares and is the sole member of TPG GenPar IV Advisors, LLC, which is the general partner of TPG GenPar IV, L.P. ("GenPar IV"), which holds 506,026 Shares and is the general partner of Partners IV, which holds 16,782,365 Shares. |
| (3) | Messrs. Bonderman and Coulter are also officers and sole shareholders of TPG Advisors IV, Inc. ("Advisors IV"), which holds 99 Shares and is the general partner of each of TPG Management IV-A, L.P. ("Management"), which holds 6,908 Shares, TPG Associates IV, L.P. ("Associates"), which holds 3,454 Shares, TPG Equity IV-A, L.P. ("Equity"), which holds 156,241 Shares, TPG Coinvestment IV, L.P. ("Coinvestment" and together with Partners IV, Holdings I, GenPar IV, Advisors IV, Management, Associates and Equity, the "TPG Shareholders"), which holds 2,763 Shares. |
| (4) | Excluding the Shares held by the TPG Shareholders, Mr. Bonderman holds directly or indirectly 127,917 Shares and Mr. Coulter holds directly or indirectly 18,101 Shares. |
| (5) | 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. |
| (6) | 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. |
| Remarks: (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. | |