LPL Financial Holdings Inc.
LPL Investment Holdings Inc. (Form: 3, Received: 04/24/2009 06:03:48)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hellman & Friedman LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/24/2009 

3. Issuer Name and Ticker or Trading Symbol

LPL Investment Holdings Inc. [NONE]

(Last)        (First)        (Middle)

ONE MARITIME PLAZA, 12TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

SAN FRANCISCO, CA 94111       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 per share   30077594.70   I   See Notes   (1) (4) (5)
Common Stock, par value $0.001 per share   4115485.30   I   See Notes   (2) (4) (5)
Common Stock, par value $0.001 per share   17105.10   I   See Notes   (3) (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The shares of common stock reported are owned of record by Hellman & Friedman Capital Partners V, L.P.
( 2)  The shares of common stock reported are owned of record by Hellman & Friedman Capital Partners V (Parallel), L.P.
( 3)  The shares of common stock reported are owned of record by Hellman & Friedman Capital Associates V, LLC.
( 4)  Common stock reported is beneficially owned through Hellman & Friedman Capital Partners V, L.P., Hellman & Friedman Capital Partners V (Parallel), L.P. and Hellman & Friedman Capital Associates V, LLC (collectively, the "H&F Entities"). Hellman & Friedman Investors V, LLC ("H&F GP") is the sole general partner of each of Hellman & Friedman Capital Partners V, L.P. and Hellman & Friedman Capital Partners V (Parallel), L.P. Hellman & Friedman LLC ("H&F LLC") is the sole managing member of each of H&F GP and Hellman & Friedman Capital Associates V, LLC.
( 5)  The 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 the securities that are held by the H&F Entities. The members of the investment committee of H&F LLC are F. Warren Hellman, Brian M. Powers, Philip U. Hammarskjold, Patrick J. Healy and Thomas F. Steyer; provided, however, that Mr. Steyer has no authority or voting rights with respect to investment committee decisions relating to the common stock reported. Each member of the investment committee of H&F LLC disclaims beneficial ownership of the reported securities held by the H&F Entities, except to the extent of their respective pecuniary interest therein, if any.

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

Hellman & Friedman Investors V, LLC
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111

X

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

X

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

X

Hellman & Friedman Capital Associates V, LLC
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111

X


Signatures
/s/ Georgia Lee, as Managing Director of Hellman & Friedman LLC 4/24/2009
** Signature of Reporting Person Date

/s/ Georgia Lee, as Manager Director of Hellman & Friedman LLC, as Managing Member of Hellman & Friedman Investors V, LLC 4/24/2009
** Signature of Reporting Person Date

/s/ Georgia Lee, as Manager Director of Hellman & Friedman LLC, as Managing Member of Hellman & Friedman Investors V, LLC, as General Partner of Hellman & Friedman Capital Partners V, L.P. 4/24/2009
** Signature of Reporting Person Date

/s/ Georgia Lee, as Manager Director of Hellman & Friedman LLC, as Managing Member of Hellman & Friedman Investors V, LLC, as General Partner of Hellman & Friedman Capital Partners V (Parallel), L.P. 4/24/2009
** Signature of Reporting Person Date

/s/ Georgia Lee, as Manager Director of Hellman & Friedman LLC, as Managing Member of Hellman & Friedman Capital Associates V, LLC 4/24/2009
** 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 5(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).
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