LPL Financial Holdings Inc.
LPL Investment Holdings Inc. (Form: 4, Received: 02/13/2012 14:22:14)
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 *

Thorpe Allen R
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                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O LPL INVESTMENT HOLDINGS INC., ONE BEACON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/9/2012
(Street)

BOSTON, MA 02108
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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   2/9/2012     A (1)    1550   A $ 0   4730   D   (2) (3)  

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 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 being held for the benefit of Hellman & Freidman 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 pursuant to the applicable partnership agreement.
( 2)  This Common Stock is held by the Reporting Person for the benefit of the H&F Funds. Investors V is the sole general partner of each of the H&F Funds. Hellman & Friedman LLC ("H&F LLC" and, together with the H&F Funds, the "H&F Entities") is the sole general partner of Investors V.
( 3)  A four member investment committee of H&F LLC has investment discretion over such shares. The Reporting Person is a managing director of H&F LLC, but he is not a member of the investment committee. The Reporting Person disclaims beneficial ownership of the Common Stock beneficially owned by the HF Entities, except to the extent of his pecuniary interest, if any, therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thorpe Allen R
C/O LPL INVESTMENT HOLDINGS INC.
ONE BEACON STREET
BOSTON, MA 02108
X



Signatures
/s/ Allen R. Thorpe 2/13/2012
** 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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