LPL Financial Holdings Inc.
LPL Investment Holdings Inc. (Form: 3, Received: 04/24/2009 09:01:10)
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 *

TPG Advisors IV, Inc.

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)

C/O TPG CAPITAL, L.P.,, 301 COMMERCE STREET, SUITE 3300

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

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

(Street)

FORT WORTH, TX 76102       

(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   34210185.10   I   See Explanation of Responses (1) and (2)  

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:

Remarks:
(1) David Bonderman and James G. Coulter are directors, officers and sole shareholders of TPG Advisors IV, Inc., a Delaware
corporation ("TPG Advisors IV" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which in turn is
the general partner of TPG GenPar IV, L.P., a Delaware limited partnership, which in turn is the general partner of TPG
Partners IV, L.P., a Delaware limited partnership ("TPG Partners IV"), which directly holds the shares of common stock of
LPL Investment Holdings Inc. (the "Shares") reported herein.

(2) Because of the Reporting Persons' relationship to TPG Partners IV, the Reporting Persons may be deemed to beneficially
own the Shares directly held by TPG Partners IV to the extent of the greater of their respective direct or indirect
pecuniary interests in the profits or capital accounts of TPG Partners IV. Pursuant to Rule 16a-1(a)(4) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the
Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Shares in
excess of such amounts.

(3) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

(4) Clive D. Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation
letters dated August 31, 2006, which were previously filed with the Securities and Exchange Commission.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TPG Advisors IV, Inc.
C/O TPG CAPITAL, L.P.,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102

X

BONDERMAN DAVID
301 COMMERCE STREET,
SUITE 3300
FORT WORTH, TX 76102

X

COULTER JAMES G
301 COMMERCE STREET,
SUITE 3300
FORT WORTH, TX 76102

X


Signatures
/s/ Clive D. Bode, Vice President, TPG Advisors IV, Inc. (3) 4/24/2009
** Signature of Reporting Person Date

/s/ Clive D. Bode, on behalf of David Bonderman (3) (4) 4/24/2009
** Signature of Reporting Person Date

/s/ Clive D. Bode, on behalf of James G. Coulter (3) (4) 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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