SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bennett Ned W

(Last)

(First)

(Middle)

C/O OPTIONSXPRESS HOLDINGS, INC.

311 W. MONROE ST., SUITE 1000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
optionsXpress Holdings, Inc. [ OXPS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/01/2011		D		1,247,265⁽¹⁾	D	⁽¹⁾	0	I	By Whiskey Golf Investments LP⁽²⁾
Common Stock	09/01/2011		D		64,612⁽¹⁾	D	⁽¹⁾	0	D
Common Stock	09/01/2011		D		177,718⁽¹⁾	D	⁽¹⁾	0	I	By Delaware Charter Guarantee & Trust Company F/B/O Ned Bennett IRA⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$18.18	09/01/2011		D			15,394	⁽³⁾⁽⁴⁾	03/07/2017	Common Stock	15,394	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$0.75	09/01/2011		D			3,208	⁽⁴⁾⁽⁶⁾	03/01/2013	Common Stock	3,208	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$23.99	09/01/2011		D			44,899	⁽⁴⁾⁽⁶⁾	02/28/2016	Common Stock	44,899	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the terms of the Agreement and Plan of Merger dated as of March 18, 2011 (the "Merger Agreement"), by and among The Charles Schwab Corporation ("Schwab"), and Neon Acquisition Corp., a newly formed, wholly-owned subsidiary of Schwab, and the Issuer. Each share of Common Stock of the Issuer held outright shall be cancelled in exchange for 1.02 shares of Schwab common stock.

2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. All of these options were exercisable. The options that were not otherwise exercisable pursuant to the terms of the grant of such options vested in connection with the consummation of the transactions contemplated by the Merger Agreement pursuant to the terms of Mr. Bennett's equity arrangements with the Issuer.

4. All outstanding options were assumed by Schwab pursuant to the Merger Agreement

5. Per Instruction 4(c)(iii), this column is to be left blank.

6. All of these options were exercisable.

Remarks:

	/s/ David A. Fisher, Attorney-in-fact	09/01/2011
	** 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 4 (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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