0001181431-12-028460.txt : 20120508 0001181431-12-028460.hdr.sgml : 20120508 20120508170443 ACCESSION NUMBER: 0001181431-12-028460 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120507 FILED AS OF DATE: 20120508 DATE AS OF CHANGE: 20120508 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: 12822310 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 Associates V, L.P. CENTRAL INDEX KEY: 0001462332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34963 FILM NUMBER: 12822308 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 FORMER NAME: FORMER CONFORMED NAME: Hellman & Friedman Capital Associates V, LLC DATE OF NAME CHANGE: 20090421 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: 12822309 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: 12822306 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: 12822307 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 rrd344065.xml FORM 4 X0305 4 2012-05-07 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 1 0 0001462332 Hellman & Friedman Capital Associates V, L.P. ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO CA 94111 1 0 1 0 Common Stock, par value $0.001 per share 2012-05-07 4 S 0 6374200 33.3788 D 23708919 I See Notes Common Stock, par value $0.001 per share 2012-05-07 4 S 0 872175 33.3788 D 3244065 I See Notes Common Stock, par value $0.001 per share 2012-05-07 4 S 0 3625 33.3788 D 13480 I See Notes This amount represents the $34.50 secondary public offering price per share of the Common Stock of the Issuer less the underwriting discount of $1.12125 per share. This Common Stock is held by Hellman & Friedman Capital Partners V, L.P. ("HFCP V"). This Common Stock is held by Hellman & Friedman Capital Partners V (Parallel), L.P. ("HFCP V Parallel"). This Common Stock is held by Hellman & Friedman Capital Associates V, L.P. ("Associates V"). Includes 5,525 shares of Common Stock of the Issuer held by Allen R. Thorpe and Jeffrey A. Goldstein for the benefit of HFCP V. The proceeds of any disposition of these shares held by Mr. Thorpe and Mr. Goldstein will be applied against management fees payable pursuant to the applicable partnership agreement. Each of Mr. Thorpe and Mr. Goldstein disclaim beneficial ownership of these shares. Includes 755 shares of Common Stock of the Issuer held by Mr. Thorpe and Mr. Goldstein for the benefit of HFCP V Parallel. The proceeds of any disposition of these shares held by Mr. Thorpe and Mr. Goldstein will be applied against management fees payable pursuant to the applicable partnership agreement. Each of Mr. Thorpe and Mr. Goldstein disclaim beneficial ownership of these shares. 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. As the sole general partner of HFCP V and HFCP V Parallel, Investors V may be deemed to beneficially own shares of Common Stock of the Issuer beneficially owned by HFCP V and HFCP V Parallel. As sole general partner of Investors V and Associates V, H&F LLC may be deemed to beneficially own shares of Common Stock of the Issuer beneficially owned by Investors V and Associates V. Following the reported transactions, Investors V may be deemed to beneficially own 26,952,984 shares of Common Stock of the Issuer and H&F LLC may be deemed to beneficially own 26,966,464 shares of Common Stock of the Issuer. A four member investment committee of H&F LLC has power to vote or to direct the vote of, and to dispose or to direct the disposition of, shares of common stock that are beneficially owned by the H&F Entities. 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 pecuniary interest therein, if any. 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 2012-05-08 /s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Capital Associates V, L.P. 2012-05-08 /s/ Allen R. Thorpe as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P. 2012-05-08 /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. 2012-05-08 /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. 2012-05-08