LPL Financial Holdings Inc.
LPL Investment Holdings Inc. (Form: 4, Received: 05/08/2012 17:07:31)
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 *

Hellman & Friedman LLC
2. Issuer Name and Ticker or Trading Symbol

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

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

ONE MARITIME PLAZA, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/7/2012
(Street)

SAN FRANCISCO, CA 94111
(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   5/7/2012     S    6374200   D $33.3788   (1) 23708919   I   See Notes   (2) (5) (7) (8)
Common Stock, par value $0.001 per share   5/7/2012     S    872175   D $33.3788   (1) 3244065   I   See Notes   (3) (6) (7) (8)
Common Stock, par value $0.001 per share   5/7/2012     S    3625   D $33.3788   (1) 13480   I   See Notes   (4) (7) (8)

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)  This amount represents the $34.50 secondary public offering price per share of the Common Stock of the Issuer less the underwriting discount of $1.12125 per share.
( 2)  This Common Stock is held by Hellman & Friedman Capital Partners V, L.P. ("HFCP V").
( 3)  This Common Stock is held by Hellman & Friedman Capital Partners V (Parallel), L.P. ("HFCP V Parallel").
( 4)  This Common Stock is held by Hellman & Friedman Capital Associates V, L.P. ("Associates V").
( 5)  Includes 5,525 shares of Common Stock of the Issuer held by Allen R. Thorpe and Jeffrey A. Goldstein for the benefit of HFCP V. The proceeds of any disposition of these shares held by Mr. Thorpe and Mr. Goldstein will be applied against management fees payable pursuant to the applicable partnership agreement. Each of Mr. Thorpe and Mr. Goldstein disclaim beneficial ownership of these shares.
( 6)  Includes 755 shares of Common Stock of the Issuer held by Mr. Thorpe and Mr. Goldstein for the benefit of HFCP V Parallel. The proceeds of any disposition of these shares held by Mr. Thorpe and Mr. Goldstein will be applied against management fees payable pursuant to the applicable partnership agreement. Each of Mr. Thorpe and Mr. Goldstein disclaim beneficial ownership of these shares.
( 7)  Hellman & Friedman Investors V, L.P. ("Investors V") is the sole general partner of each of HFCP V and HFCP V Parallel. Hellman & Friedman LLC ("H&F LLC" and, together with HFCP V, HFCP V Parallel, Associates V and Investors V, the "H&F Entities") is the sole general partner of each of Investors V and Associates V. As the sole general partner of HFCP V and HFCP V Parallel, Investors V may be deemed to beneficially own shares of Common Stock of the Issuer beneficially owned by HFCP V and HFCP V Parallel. As sole general partner of Investors V and Associates V, H&F LLC may be deemed to beneficially own shares of Common Stock of the Issuer beneficially owned by Investors V and Associates V. Following the reported transactions, Investors V may be deemed to beneficially own 26,952,984 shares of Common Stock of the Issuer and H&F LLC may be deemed to beneficially own 26,966,464 shares of Common Stock of the Issuer.
( 8)  A four member investment committee of H&F LLC has power to vote or to direct the vote of, and to dispose or to direct the disposition of, shares of common stock that are beneficially owned by the H&F Entities. Each member of the investment committee of H&F LLC disclaims beneficial ownership of the reported shares beneficially owned by the H&F Entities, except to the extent of such member's pecuniary interest therein, if any.

Remarks:
Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hellman & Friedman LLC
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111
X X

Hellman & Friedman Investors V, L.P.
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111
X X

HELLMAN & FRIEDMAN CAPITAL V LP
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111
X X

Hellman & Friedman Capital Partners V (Parallel), L.P.
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111
X X

Hellman & Friedman Capital Associates V, L.P.
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111
X X


Signatures
/s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC 5/8/2012
** Signature of Reporting Person Date

/s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Capital Associates V, L.P. 5/8/2012
** Signature of Reporting Person Date

/s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P. 5/8/2012
** Signature of Reporting Person Date

/s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P., as General Partner of Hellman & Friedman Capital Partners V, L.P. 5/8/2012
** Signature of Reporting Person Date

/s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P., as General Partner of Hellman & Friedman Capital Partners V (Parallel), L.P. 5/8/2012
** Signature of Reporting Person Date


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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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