SEC Form 4 · accession 0001397911-19-000025
LPL Financial Holdings Inc. · LPLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michelle Oroschakoff
Officer — Managing Director
Period of report
Feb 25, 2019
Accepted (ET)
Feb 26, 2019 · 9:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001397911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 25, 2019 | A | 2,559 | $0.00 | A | 16,370 | D | |
| Common Stock | Feb 26, 2019 | M | 6,000 | $36.88 | A | 22,370 | D | |
| Common StockF4,F5 | Feb 26, 2019 | S | 11,593 | $77.11 | D | 10,777 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to purchase Common StockF6 | $77.53 | Feb 25, 2019 | A | 7,680 | A | — | Feb 25, 2029 | Common Stock | 7,680 | 7,680 | D |
| Option to purchase Common StockF7 | $36.88 | Feb 26, 2019 | M | 6,000 | D | — | Sep 3, 2023 | Common Stock | 6,000 | 10,734 | D |
Explanation of responses
- F1These shares represent restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. These restricted stock units will vest ratably on February 25, 2020, February 25, 2021 and February 25, 2022. Vested shares will be issued to the reporting person as soon as practicable after the vesting date.
- F2The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2018.
- F3The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2018.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.73 to $77.68, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of LPL Financial Holdings Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.
- F5Consists of (i) 3,755.1482 shares of Common Stock; (ii) 2,427 restricted stock units that vest ratably on each of March 13, 2019 and March 13, 2020; (iii) 2,036 restricted stock units that vest ratably on each of February 23, 2020 and February 23, 2021; and (iv) the restricted stock units reported on this Form 4.
- F6This option becomes exercisable in three equal annual installments on each of February 25, 2020, February 25, 2021 and February 25, 2022.
- F7This option became exercisable in four installments, beginning September 3, 2014, which was the first anniversary of the date on which it was granted. The option became fully vested on September 3, 2017.
Remarks
The signatory is signing on behalf of Michelle Oroschakoff pursuant to a Power of Attorney dated August 10, 2015.