LPL Financial Holdings Inc.
LPL Financial Holdings Inc. (Form: 4, Received: 05/31/2013 18:19:21)
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TPG Group Holdings (SBS) Advisors, Inc.
2. Issuer Name and Ticker or Trading Symbol

LPL Financial Holdings Inc. [ LPLA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O TPG GLOBAL, LLC,, 301 COMMERCE STREET, SUITE 3300
3. Date of Earliest Transaction (MM/DD/YYYY)

5/29/2013
(Street)

FORT WORTH, TX 76102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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, par value $0.001 per share   5/29/2013     J (1)    5011727   D $0   (1) 21948458   I   See Explanation of Responses   (2) (3) (4) (5)

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

Explanation of Responses:
( 1)  Effective May 29, 2013, TPG Partners IV, L.P. ("Partners IV") distributed shares of Common Stock (each a "Share") of LPL Financial Holdings Inc. (the "Issuer") (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., which 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 852,049 Shares and is the general partner of Partners IV, which holds 20,831,678 Shares.
( 3)  Messrs. Bonderman and Coulter are also officers and sole shareholders of TPG Advisors IV, Inc., which is the general partner of each of TPG Management IV-A, L.P. ("Management"), which holds 10,794 Shares, TPG Associates IV, L.P. ("Associates"), which holds 5,397 Shares, TPG FOF IV-QP, L.P. ("FOF IV-QP"), which holds 96 Shares, TPG Coinvestment IV, L.P. ("Coinvestment" and together with Partners IV, GenPar IV, FOF IV-QP, Management, Coinvestment and Associates, the "Shareholders"), which holds 4,317 Shares.
( 4)  Because of the Reporting Persons' respective relationships to the 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 Shareholders. Each Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 5)  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:
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

(7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission.

Reporting Owners
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


Signatures
/s/ Ronald Cami on behalf of David Bonderman (6) (7) 5/31/2013
** Signature of Reporting Person Date

/s/ Ronald Cami on behalf of James G. Coulter (6) (7) 5/31/2013
** Signature of Reporting Person Date

/s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 5/31/2013
** Signature of Reporting Person Date


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