0001181431-12-008214.txt : 20120213 0001181431-12-008214.hdr.sgml : 20120213 20120213173322 ACCESSION NUMBER: 0001181431-12-008214 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111201 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LPL Investment Holdings Inc. CENTRAL INDEX KEY: 0001397911 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 203717839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE BEACON STREET , FLOOR 22 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617 423 3644 MAIL ADDRESS: STREET 1: ONE BEACON STREET , FLOOR 22 CITY: BOSTON STATE: MA ZIP: 02108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HELLMAN & FRIEDMAN CAPITAL V LP CENTRAL INDEX KEY: 0001299380 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34963 FILM NUMBER: 12600635 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157885111 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hellman & Friedman Capital Partners V (Parallel), L.P. CENTRAL INDEX KEY: 0001462333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34963 FILM NUMBER: 12600638 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA, 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-788-5111 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA, 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hellman & Friedman Investors V, L.P. CENTRAL INDEX KEY: 0001462334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34963 FILM NUMBER: 12600636 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-788-5111 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: Hellman & Friedman Investors V, LLC DATE OF NAME CHANGE: 20090421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hellman & Friedman LLC CENTRAL INDEX KEY: 0001462335 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34963 FILM NUMBER: 12600637 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA, 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-788-5111 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA, 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 4 1 rrd333916.xml FORM 4 X0304 4 2011-12-01 0 0001397911 LPL Investment Holdings Inc. LPLA 0001462335 Hellman & Friedman LLC ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO CA 94111 1 0 1 0 0001462334 Hellman & Friedman Investors V, L.P. ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO CA 94111 1 0 1 0 0001299380 HELLMAN & FRIEDMAN CAPITAL V LP ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO CA 94111 1 0 1 0 0001462333 Hellman & Friedman Capital Partners V (Parallel), L.P. ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO CA 94111 1 0 0 0 Common Stock, par value $0.001 per share 2011-12-01 4 J 0 2933 0 A 30083189 I See Notes Common Stock, par value $0.001 per share 2011-12-01 4 J 0 401 0 A 4116250 I See Notes These shares represent restricted stock granted under the Issuer's 2010 Omnibus Equity Incentive Plan to Allen R. Thorpe and Erik D. Ragatz. This restricted stock would be fully vested on the second anniversary of the transaction date. This restricted stock is being held for the benefit of Hellman & Friedman Capital Partners V, L.P. ("HFCP V") and Hellman & Friedman Capital Partners V (Parallel), L.P. ("HFCP V Parallel" and, together with HFCP V, the "H&F Funds"). The proceeds of any disposition of these securities will be applied against management fees payable pursuant to the applicable partnership agreement. This Common Stock is held, in equal amounts, by Mr. Thorpe and Mr. Ragatz, for the benefit of HFCP V. This Common Stock is held, in equal amounts, by Mr. Thorpe and Mr. Ragatz, for the benefit of HFCP V Parallel. This Common Stock is held by Mr. Thorpe and Mr. Ragatz for the benefit of the H&F Funds. Hellman & Friedman Investors V, L.P. ("Investors V") is the sole general partner of each of the H&F Funds. Hellman & Friedman LLC ("H&F LLC" and, together with Investors V and the H&F Funds, the "H&F Entities") is the sole general partner of Investors V. Following the reported transactions, Investors V may be deemed to beneficially own 34,199,439 shares of Common Stock of the Issuer and H&F LLC may be deemed to beneficially own 34,216,544 shares of Common Stock of the Issuer. A four member investment committee of H&F LLC has investment discretion over such shares beneficially owned by the H&F Entities. Mr. Thorpe and Mr. Ragatz are managing directors of H&F LLC, but are not members of the investment committee. Each member of the investment committee of H&F LLC disclaims beneficial ownership of the reported shares beneficially owned by the H&F Entities, except to the extent of such member's respective pecuniary interest therein, if any. On February 2, 2012, Mr. Ragatz resigned as a director of the Issuer and, as a result, on such date 2,797 shares of restricted stock that Mr. Ragatz held on behalf of HFCP V and 383 shares of restricted stock that Mr. Ragatz held on behalf of HFCP V Parallel were forfeited. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. /s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC 2012-02-13 /s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P. 2012-02-13 /s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P., as General Partner of Hellman & Friedman Capital Partners V, L.P. 2012-02-13 /s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P., as General Partner of Hellman & Friedman Capital Partners V (Parallel), L.P. 2012-02-13