SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
______________________
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(b)
(Amendment
No. ______)*
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LPL
Investment Holdings Inc.
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(Name
of Issuer)
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Common
Stock, $0.001 Par Value Per Share
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|
(Title
of Class of Securities)
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| Not Applicable |
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(CUSIP
Number)
|
|
December
31, 2009
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|
(Date
of Event which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
o Rule
13d-1(c)
ý Rule
13d-1(d)
* The
remainder of this cover page shall be filled out of a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.
N/A
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13G
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|||||
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG
Advisors IV, Inc.
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|||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
&
#160;
(b) x
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|||||
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3
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SEC
USE ONLY
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|||||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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|||||
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NUMBER
OF
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5
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SOLE
VOTING POWER
- 0
-
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||||
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SHARES
BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
34,210,185
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||||
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EACH
REPORTING
PERSON
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7
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SOLE
DISPOSITIVE POWER
- 0
-
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||||
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WITH:
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8
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SHARED
DISPOSITIVE POWER
34,210,185
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||||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,210,185
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|||||
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
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|||||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.3%(1)
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|||||
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12
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TYPE
OF REPORTING PERSON
CO
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|||||
____________________________
(1) Based
on a total of 94,214,762 shares of Common Stock outstanding as of February 8,
2010.
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2
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CUSIP No.
N/A
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13G
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|||||
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Bonderman
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|||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
&
#160;
(b) x
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|||||
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3
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SEC
USE ONLY
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|||||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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|||||
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NUMBER
OF
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5
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SOLE
VOTING POWER
- 0
-
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||||
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SHARES
BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
34,210,185
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||||
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EACH
REPORTING
PERSON
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7
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SOLE
DISPOSITIVE POWER
- 0
-
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||||
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WITH:
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8
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SHARED
DISPOSITIVE POWER
34,210,185
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||||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,210,185
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|||||
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
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|||||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.3%(2)
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|||||
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12
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TYPE
OF REPORTING PERSON
IN
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|||||
____________________________
(2) Based
on a total of 94,214,762 shares of Common Stock outstanding as of February 8,
2010.
3
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CUSIP No.
N/A
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13G
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|||||
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James G. Coulter
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|||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
&
#160;
(b) x
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|||||
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3
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SEC
USE ONLY
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|||||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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|||||
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NUMBER
OF
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5
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SOLE
VOTING POWER
- 0
-
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||||
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SHARES
BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
34,210,185
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||||
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EACH
REPORTING
PERSON
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7
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SOLE
DISPOSITIVE POWER
- 0
-
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||||
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WITH:
|
8
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SHARED
DISPOSITIVE POWER
34,210,185
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||||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,210,185
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|||||
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
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|||||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.3%(3)
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|||||
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12
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TYPE
OF REPORTING PERSON
IN
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|||||
____________________________
(3) Based
on a total of 94,214,762 shares of Common Stock outstanding as of February 8,
2010.
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4
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Item
1(a).
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Name
of Issuer:
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LPL
Investment Holdings Inc. (the “Issuer”).
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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One
Beacon Street, Floor 22, Boston, MA 02108
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Item
2(a).
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Name
of Person Filing:
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This
Schedule 13G is being filed jointly by TPG Advisors IV, Inc., a Delaware
corporation (“TPG Advisors IV”), David Bonderman and James G. Coulter
(each a “Reporting Person” and, collectively, the “Reporting
Persons”).
TPG
Advisors IV 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 owns the shares
of Common Stock of the Issuer reported herein. Because of TPG
Advisors IV’s relationship to TPG Partners IV, TPG Advisors IV may be deemed to
beneficially own such shares.
David
Bonderman and James G. Coulter are directors, officers and sole shareholders of
TPG Advisors IV, and therefore may be deemed to beneficially own the shares of
Common Stock of the Issuer reported herein.
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
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The
address of the principal business office of the Reporting Persons is as
follows:
c/o TPG
Capital, L.P.
301
Commerce St., Suite 3300
Fort Worth, TX 76102
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Item
2(c).
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Citizenship:
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See Item
4 of each of the cover pages.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $0.001 per share.
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Item
2(e).
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CUSIP
Number:
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Not
Applicable.
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Item
3.
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If
this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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(a)
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o
Broker or dealer registered under Section 15 of the Exchange
Act;
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(b)
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o
Bank as defined in Section 3(a)(6) of the Exchange
Act;
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(c)
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o
Insurance company as defined in Section 3(a)(19) of
the Exchange Act;
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(d)
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o
Investment company registered under Section 8 of the
Investment Company Act;
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5
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(e)
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o
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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o
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
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(g)
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o
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
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(h)
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o
A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
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(i)
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o
A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
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o
Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of issuer identified in Item 1.
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(a)
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Amount
beneficially owned: See Item 9 of each of the cover
pages.
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(b)
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Percent
of class: See Item 11 of each of the cover
pages.
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(c)
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Number
of shares as to which such person
has:
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( i) |
Sole
power to vote or to direct the vote: See Item 5 of each of the
cover pages.
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(ii) |
Shared
power to vote or to direct the vote: See Item 6 of each of the
cover pages.
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(iii) |
Sole
power to dispose or to direct the disposition of: See Item 7 of
each of the cover pages.
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(iv) |
Shared
power to dispose or to direct the disposition of: See Item 8 of
each of the cover pages.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following.
o
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
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See Item
2(a) hereto.
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Item
8.
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Identification
and Classification of Members of the
Group.
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TPG
Partners IV is a party to a Shareholders’ Agreement (the “Shareholders’
Agreement”), dated December 28, 2005 and amended June 1, 2008, by and among the
Issuer, BD Investment Holdings Inc., Hellman & Friedman Capital Partners V,
L.P., Hellman & Friedman Capital Associates V, L.P. (collectively, the
“Hellman Funds”), TPG Partners IV, the Founders (as defined in the Shareholders’
Agreement), the Managers (as defined in the Shareholders’ Agreement) and other
parties thereto.
6
The
Shareholders’ Agreement provides the Hellman Funds and TPG Partners IV the right
to (i) each designate two directors to the board of directors of the Issuer so
long as it owns 30% or more of the outstanding Common Stock and one director so
long as it owns 10% or more of the Common Stock and (ii) designate one
independent member to the Issuer’s board of directors after consultation with
Mark Casady, so long as Mark Casady is CEO of the Issuer, if such designee is
reasonably acceptable to the Founders. The Shareholders’ Agreement
requires the parties to vote their Common Stock for directors that are
designated in accordance with the provisions of the Shareholders’
Agreement. The Shareholders’ Agreement also contains certain
provisions relating to drag-along and tag-along rights, certain limitations on
transfers of Common Stock of the Issuer, certain preemptive rights to purchase
pro-rata portions of any new securities issuances prior to an IPO of the Issuer
and customary demand registration rights.
The
Hellman Funds and TPG Partners IV collectively own, based on available
information, approximately 68,420,370 shares of Common Stock of the Issuer,
which represents approximately 72.6% of the outstanding Common Stock based on a
total of 94,214,762 shares of Common Stock outstanding. The share
ownership reported herein by TPG Partners IV does not include any shares owned
by the other parties to the Shareholders’ Agreement, except to the extent
already disclosed in this Schedule 13G.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
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Item
10.
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Certification.
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Not
Applicable.
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7
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: February
12, 2010
TPG Advisors IV, Inc.
By: /s/
Clive D. Bode______
Name: Clive D.
Bode
Title: Vice President
David Bonderman
By: /s/
Clive D. Bode______
Name: Clive D. Bode, on
behalf
of
David Bonderman(4)
James G. Coulter
By: /s/
Clive D. Bode______
Name: Clive D. Bode, on
behalf
of
James G. Coulter(5)
(4)
Clive D. Bode is signing on behalf of Mr. Bonderman pursuant to the
authorization and designation letter dated September 1, 2009, previously filed
with the Commission as an exhibit to a Form 13D filed by Mr. Bonderman on
September 3, 2009.
(5) Clive
D. Bode is signing on behalf of Mr. Coulter pursuant to the authorization and
designation letter dated September 1, 2009, previously filed with the Commission
as an exhibit to a Form 13D filed by Mr. Coulter on September 3,
2009.
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8
Exhibit
Index
|
Exhibit
1
|
Agreement
of Joint Filing as required by Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, dated as of July 3, 2008, by and among TPG Advisors
II, Inc., TPG Advisors III, Inc., TPG Advisors IV, Inc., TPG Advisors V,
Inc., TPG Advisors VI, Inc., T3 Advisors II, Inc., Tarrant Advisors, Inc.,
Tarrant Capital Advisors, Inc., TPG Asia Advisors II, Inc., TPG Asia
Advisors V, Inc., TPG Olympic Advisors, Inc., David Bonderman and James G.
Coulter.*
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____________________________
*
Incorporated by reference to Exhibit 1 to the Schedule 13D filed on August 10,
2009 by TPG Advisors V, Inc., David Bonderman and James G. Coulter.