| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/29/2007 |
3. Issuer Name and Ticker or Trading Symbol
LPL Investment Holdings Inc. [ NONE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: |
| Common stock reported does not include 3,421,018 shares of common stock held by Hellman & Friedman Capital Partners V, L.P., Hellman & Friedman Capital Partners V (Parallel), L.P. and Hellman & Friedman Capital Associates V, LLC (collectively, the "Funds"). Hellman & Friedman Investors V, LLC is the sole general partner of each of Hellman & Friedman Capital Partners V, L.P. and Hellman & Friedman Capital Partners V (Parallel), L.P. Hellman & Friedman LLC, in turn, is the sole managing member of Hellman & Friedman Investors V, LLC and is the sole managing member of Hellman & Friedman Capital Associates V, LLC. A five member investment committee of Hellman & Friedman LLC has investment discretion over the securities. The members of the investment committee disclaim beneficial ownership, except to the extent of their respective indirect pecuniary interest in the Issuer. Mr. Goldstein is a managing director of Hellman & Friedman LLC, but he is not a member of the investment committee. Mr. Goldstein disclaims beneficial ownership of the common stock held by the Funds except to the extent of his pecuniary interest therein. |
| No securities are beneficially owned. |
| /s/ Jeffrey A. Goldstein | 06/29/2007 | |
| ** 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 5 (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. | ||
Exhibit 24.1
Power of Attorney
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of, Stephanie Brown and Chad Perry signing singly, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of, LPL Investment Holdings, Inc., a Delaware corporation (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
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(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment of amendments thereto, and timely file such form with the U.S Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact , or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned, after becoming subject to the requirements to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in any equity security or derivative security relating to the Company, whether or not issued by the Company, ceases to be subject to those requirements, unless earlier revoked by the undersigne d in a signed writing delivered to such attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of June 29, 2007. |
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By: |
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/s/ Jeffrey A. Goldstein |
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