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 IL 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.