SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Goldstein Jeffrey A (Last) (First) (Middle) C/O LPL INVESTMENT HOLDINGS INC. ONE BEACON STREET (Street) BOSTON MA 02108 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2012	3. Issuer Name and Ticker or Trading Symbol LPL Investment Holdings Inc. [ LPLA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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:

Securities reported do not include 34,213,364 shares of Common Stock of the Issuer beneficially owned by Hellman & Friedman Capital Partners V, L.P. ("HFCP V"), Hellman & Friedman Capital Partners V (Parallel), L.P. ("HFCP V Parallel") and Hellman & Friedman Capital Associates V, L.P. ("Associates V"). Hellman & Friedman Investors V, L.P. ("Investors V") is the sole general partner of each of HFCP V and HFCP V Parallel. Hellman & Friedman LLC ("H&F LLC" and, together with HFCP V, HFCP V Parallel, Associates V and Investors V, the "H&F Entities") is the sole general partner of each of Investors V and Associates V. A four member investment committee of H&F LLC has investment discretion over such shares. The Reporting Person is a managing director of H&F LLC, but he is not a member of the investment committee. The Reporting Person disclaims beneficial ownership of the Common Stock of the Issuer beneficially owned by the HF Entities, except to the extent of his pecuniary interest, if any, therein.

No securities are beneficially owned.

	/s/ Jeffrey A. Goldstein	02/13/2012
	** 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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