LPL Financial Holdings Inc.
LPL Investment Holdings Inc. (Form: 4, Received: 02/13/2012 17:35:48)
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)

12/1/2011
(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   12/1/2011     J (1)    2933   A $ 0   30083189   I   See Notes   (2) (4) (5) (6)
Common Stock, par value $0.001 per share   12/1/2011     J (1)    401   A $ 0   4116250   I   See Notes   (3) (4) (5) (6)

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)  These shares represent restricted stock granted under the Issuer's 2010 Omnibus Equity Incentive Plan to Allen R. Thorpe and Erik D. Ragatz. This restricted stock would be fully vested on the second anniversary of the transaction date. This restricted stock is being held for the benefit of Hellman & Friedman Capital Partners V, L.P. ("HFCP V") and Hellman & Friedman Capital Partners V (Parallel), L.P. ("HFCP V Parallel" and, together with HFCP V, the "H&F Funds"). The proceeds of any disposition of these securities will be applied against management fees payable pursuant to the applicable partnership agreement.
( 2)  This Common Stock is held, in equal amounts, by Mr. Thorpe and Mr. Ragatz, for the benefit of HFCP V.
( 3)  This Common Stock is held, in equal amounts, by Mr. Thorpe and Mr. Ragatz, for the benefit of HFCP V Parallel.
( 4)  This Common Stock is held by Mr. Thorpe and Mr. Ragatz for the benefit of the H&F Funds. Hellman & Friedman Investors V, L.P. ("Investors V") is the sole general partner of each of the H&F Funds. Hellman & Friedman LLC ("H&F LLC" and, together with Investors V and the H&F Funds, the "H&F Entities") is the sole general partner of Investors V. Following the reported transactions, Investors V may be deemed to beneficially own 34,199,439 shares of Common Stock of the Issuer and H&F LLC may be deemed to beneficially own 34,216,544 shares of Common Stock of the Issuer.
( 5)  A four member investment committee of H&F LLC has investment discretion over such shares beneficially owned by the H&F Entities. Mr. Thorpe and Mr. Ragatz are managing directors of H&F LLC, but are not members of the investment committee. 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 respective pecuniary interest therein, if any.
( 6)  On February 2, 2012, Mr. Ragatz resigned as a director of the Issuer and, as a result, on such date 2,797 shares of restricted stock that Mr. Ragatz held on behalf of HFCP V and 383 shares of restricted stock that Mr. Ragatz held on behalf of HFCP V Parallel were forfeited.

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



Signatures
/s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC 2/13/2012
** 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. 2/13/2012
** 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. 2/13/2012
** 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. 2/13/2012
** Signature of Reporting Person Date


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