LPL Financial Holdings Inc.
LPL Financial Holdings Inc. (Form: 4, Received: 02/26/2013 19:56:57)
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

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

LPL Financial 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)

2/22/2013
(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   2/22/2013     A (1) (2)    3164   A $0   13014   I   See Notes   (3) (7) (8)
Common Stock, par value $0.001 per share                  16603824   I   See Notes   (4) (9) (10) (11)
Common Stock, par value $0.001 per share                  2271883   I   See Notes   (5) (9) (10) (11)
Common Stock, par value $0.001 per share                  9436   I   See Notes   (6) (9) (10) (11)

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 that was granted to Jeffrey A. Goldstein and Allen R. Thorpe, each a director of the Issuer, under the Issuer's 2010 Omnibus Equity Incentive Plan. This restricted stock shall be fully vested on the second anniversary of the transaction date. This restricted stock is held by Messrs. Goldstein and Thorpe for the benefit of Hellman & Friedman LP ("H&F LP") and each of Messrs. Goldstein and Thorpe disclaimed beneficial ownership of such shares. Hellman & Friedman GP LLC ("H&F GP") is the sole general partner of H&F LP. (Continued in footnote 2)
( 2)  The proceeds of any disposition of these shares will be applied against management fees payable pursuant to the applicable partnership agreement of Hellman & Friedman Capital Partners V, L.P. ("HFCP V") and Hellman & Friedman Capital Partners V (Parallel), L.P. ("HFCP V Parallel"). Hellman & Friedman Investors V, L.P. ("Investors V") is the sole general partner of HFCP V and HFCP V Parallel and Hellman & Friedman LLC ("H&F LLC") is the sole general partner of Investors V. Each of H&F LP, H&F GP, H&F LLC, Investors V, HFCP V and HFCP V Parallel is a director by deputization of the Issuer.
( 3)  This Common Stock is held by H&F LP.
( 4)  This Common Stock is held by HFCP V and includes shares that may be deemed beneficially owned as described in Notes 9 and 10 below.
( 5)  This Common Stock is held by HFCP V Parallel and includes shares that may be deemed beneficially owned as described in Notes 9 and 10 below.
( 6)  This Common Stock is held by Hellman & Friedman Capital Associates V, L.P. ("Associates V" and, collectively with H&F LLC, Investors V, HFCP V and HFCP V Parallel, the "H&F Fund Entities").
( 7)  H&F GP is the sole general partner of H&F LP. As sole general partner of H&F LP, H&F GP may be deemed to beneficially own shares of Common Stock beneficially owned by H&F LP.
( 8)  Four designated members of H&F GP have collective investment discretion, by majority vote among them, over shares of Common Stock beneficially owned by H&F GP and H&F LP. Each such member disclaims beneficial ownership of the reported shares beneficially owned by H&F GP and H&F LP, except to the extent of such member's pecuniary interest therein, if any.
( 9)  Investors V is the sole general partner of each of HFCP V and HFCP V Parallel. H&F LLC 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 beneficially owned by HFCP V and HFCP V Parallel. As the sole general partner of Investors V and Associates V, H&F LLC may be deemed to beneficially own shares of Common Stock beneficially owned by Investors V and Associates V. (Continued in footnote 10)
( 10)  (Continued from footnote 9) Following the reported transaction, (a) HFCP V may be deemed to beneficially own 16,603,824 shares of Common Stock, including its indirect beneficial ownership interest in the shares of Common Stock held by H&F LP, (b) HFCP V Parallel may be deemed to beneficially own 2,271,883 shares of Common Stock, including its indirect beneficial ownership interest in the shares of Common Stock held by H&F LP, (c) Investors V may be deemed to beneficially own 18,875,707 shares of Common Stock and (d) H&F LLC may be deemed to beneficially own 18,885,143 shares of Common Stock.
( 11)  A four member investment committee of H&F LLC has investment discretion over shares of Common Stock beneficially owned by the H&F Fund Entities. Each member of the investment committee of H&F LLC disclaims beneficial ownership of the reported shares beneficially owned by the H&F Fund Entities, except to the extent of such member's respective 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 GP LLC
ONE MARITIME PLAZA
12TH FLOOR
SAN FRANCISCO, CA 94111
X X

Hellman & Friedman LP
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111
X X


Signatures
/s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC 2/26/2013
** 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. 2/26/2013
** 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. 2/26/2013
** 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. 2/26/2013
** Signature of Reporting Person Date

/s/ Allen R. Thorpe as Managing Director of Hellman & Friedman GP LLC 2/26/2013
** Signature of Reporting Person Date

/s/ Allen R. Thorpe as Managing Director of Hellman & Friedman GP LLC, as General Partner of Hellman & Friedman LP 2/26/2013
** 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).
** 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 control number.