LPL Financial Holdings Inc.
LPL Investment Holdings Inc. (Form: 3, Received: 06/03/2009 09:46:41)
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 *

BOYCE RICHARD W

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/2/2009 

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)

__ X __ Director                            _____ 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)

_ X _ Form filed by One Reporting Person
___ 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)
No securities are beneficially owned   (1) (2) 0   D    

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)  Richard W. Boyce does not directly own any securities of LPL Investment Holdings Inc. (the "Issuer").
( 2)  Mr. Boyce is a partner of TPG Capital, L.P., which is affiliated with TPG Partners IV, L.P. ("TPG IV"), a Delaware limited partnership. As disclosed on a Form 3 filed with the Securities and Exchange Commission ("SEC") on April 24, 2009 by TPG Advisors IV, Inc., an affiliate of TPG IV, TPG IV directly held 34,210,185.1 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"). Mr. Boyce disclaims beneficial ownership of the shares of Common Stock that are or may be beneficially owned by TPG IV or any of its affiliates, including TPG Advisors IV, Inc. 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 Mr. Boyce is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer directly held by TPG IV or any of its affiliates.

Remarks:
(3) Clive D. Bode is signing on behalf of Mr. Boyce pursuant to an authorization and designation letter dated August 31,
2006, which was previously filed with the SEC.

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



Signatures
/s/ Clive D. Bode, on behalf of Richard W. Boyce (3) 6/2/2009
** 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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