LPL Financial Holdings Inc.
LPL Financial Holdings Inc. (Form: 4, Received: 12/16/2016 18:50:32)
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 *

DINH VIET D
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, 22ND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2016
(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   11/1/2016     G (1)   V 4844   D $0   2948   (2) D    
Common Stock   11/1/2016     G (1)   V 4844   A $0   4844   I   Held by reporting person's spouse.  
Common Stock   11/3/2016     J (3)   V 4844   D $0   0   I   Held by reporting person's spouse.  
Common Stock   11/3/2016     J (3)   V 4844   A $0   4844   I   Held through GRAT  
Common Stock   12/14/2016     A    3468   (4) A $0   6416   D    
Common Stock   12/14/2016     A    1734   (5) A $0   8150   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)  Represents a gift transfer to the reporting person's spouse.
( 2)  Includes 60.974042 shares acquired under the Issuer's Dividend Reinvestment Plan.
( 3)  Following the gift transfer described in footnote 1 above, these shares were contributed to the Jennifer A. Dinh 2016 Grantor Retained Annuity Trust. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 4)  Represents stock units granted under the Issuer's Amended and Restated 2010 Omnibus Equity Incentive Plan. Each stock unit represents the right to receive one share of common stock and is scheduled to vest in full on May 11, 2017. These stock units are subject to a written deferral election under the Issuer's Non-Employee Director Deferred Compensation Plan pursuant to which the reporting person elected to defer receipt of the equity portion of the annual retainer under the Issuer's Non-Employee Director Compensation Policy.
( 5)  Represents stock units granted under the Issuer's Amended and Restated 2010 Omnibus Equity Incentive Plan. Each stock unit represents the right to receive one share of common stock and is fully vested. These stock units are subject to a written deferral election under the Issuer's Non-Employee Director Deferred Compensation Plan pursuant to which the reporting person elected to defer receipt of the cash portion of the annual retainer under the Issuer's Non-Employee Director Compensation Policy.

Remarks:
The signatory is signing on behalf of Viet D. Dinh pursuant to a Power of Attorney dated August 31, 2015, which was previously filed with the Commission.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DINH VIET D
C/O LPL FINANCIAL HOLDINGS INC.
75 STATE STREET, 22ND FLOOR
BOSTON, MA 02109
X



Signatures
/s/ Gregory M. Woods, as attorney-in-fact 12/16/2016
** Signature of Reporting Person Date


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