LPL Financial Holdings Inc.
LPL Financial Holdings Inc. (Form: 4, Received: 02/26/2013 17:06:26)
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Goldstein Jeffrey A
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                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O LPL FINANCIAL HOLDINGS INC., 75 STATE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2013
(Street)

BOSTON, MA 02109
(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   2/22/2013     A (1) (2) (3)    1582   A $0.00   1582   D    

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. Mr. Goldstein holds these shares for the benefit of Hellman & Friedman LP ("H&F LP") and Hellman & Friedman GP LLC ("H&F GP"). H&F GP is the sole general partner of H&F LP and each of H&F LP, H&F GP, Hellman & Friedman LLC ("H&F LLC") and the H&F Funds (as defined below) is a director by deputization of the Issuer. This restricted stock shall be fully vested on the second anniversary of the transaction date. 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" and, together with HFCP V, the "H&F Funds"). The amount of securities beneficially owned by Mr. Goldstein following the reported transaction reflects prior transfers of shares to H&F LP.
( 2)  Hellman & Friedman Investors V, L.P. ("Investors V" and, collectively with the H&F Funds, H&F LP, H&F GP and H&F LLC, the "H&F Entities") is the sole general partner of each of the H&F Funds. H&F LLC is the sole general partner of Investors V.
( 3)  Four designated members of H&F GP have collective power, by majority vote among them, to vote or to direct the vote of, and to dispose or to direct the disposition of these shares. Mr. Goldstein is a managing director of H&F GP and H&F LLC, but he is not a designated member of H&F GP. Mr. Goldstein disclaims beneficial ownership of the Common Stock beneficially owned by the H&F Entities (including the shares of restricted stock referred to in note 1. above), except to the extent of his pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Goldstein Jeffrey A
C/O LPL FINANCIAL HOLDINGS INC.
75 STATE STREET
BOSTON, MA 02109
X



Signatures
/s/ Jeffrey A. Goldstein 2/26/2013
** 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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