LPL Financial Holdings Inc.
LPL Investment Holdings Inc. (Form: 4, Received: 03/23/2009 14:35:47)
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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dwyer William E III
2. Issuer Name and Ticker or Trading Symbol

LPL Investment Holdings Inc. [ NONE ]
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 INVESTMENT HOLDINGS INC., ONE BEACON STREET, FLOOR 22
3. Date of Earliest Transaction (MM/DD/YYYY)

12/30/2008
(Street)

BOSTON, MA 02108
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/30/2008     M    25200   A $1.07   25200   D    
Common Stock   2/27/2009     G   V 9884.94   D $0   207916.40   I   By GRATs and family trusts   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (right to buy)   $1.07   12/30/2008           25200    12/14/2004   12/14/2009   Common Stock   25200   $0   23000   D    
Stock Options   (1) $1.07   12/31/2008     (1)       101150    12/14/2004   12/14/2009   Common Stock   101150     (1) 0   D    
Restricted Stock Units   (1)   (2) 12/31/2008     (1)    95149         (3)   (3) Common Stock   95149   $0   95149   D    

Explanation of Responses:
( 1)  The 2008 Deferred Compensation Plan allowed employees of the Issuer and its subsidiaries that held existing stock options issued under the 1999 Option Plans that would expire in 2009 or 2010 to re-classify their holdings as restricted stock units that are paid out at a later date in the form of shares of Issuer's common stock. Participating employees were awarded that number of stock units that is equal to the aggregate fair market value of the shares subject to the option at December 31, 2008 less the aggregate strike price of the options and divided by the price per share of the Issuer's stock at December 31, 2008.
( 2)  Each stock unit is a bookkeeping entry of which one stock unit is the economic equivalent of one share of Issuer's common stock.
( 3)  Restricted Stock Units are fully vested, except that accounts are forfeited if the holder is terminated for cause. Distribution of units occurs at the earliest to occur of death, disability, change in control (as defined in the 2008 Deferred Compensation Plan) or a date in 2012 to be determined by the Issuer. Settlement is made within 90 days of the distribution event (or, with respect to the settlement in 2012, by the end of the calendar year).
( 4)  This transaction involved gifts of securities by the reporting person to family trusts of which his daughter and son, who both share the reporting person's household, are beneficiaries. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of section 16 or for any other purpose. The remaining 198,031.46 shares are held indirectly by the reporting person thought GRATs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dwyer William E III
C/O LPL INVESTMENT HOLDINGS INC.
ONE BEACON STREET, FLOOR 22
BOSTON, MA 02108


Managing Director

Signatures
/s/ Chad Perry, Power of Attorney 3/23/2009
** 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).
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