0001173431-20-000163.txt : 20201007 0001173431-20-000163.hdr.sgml : 20201007 20201007175940 ACCESSION NUMBER: 0001173431-20-000163 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201006 FILED AS OF DATE: 20201007 DATE AS OF CHANGE: 20201007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLER IRENE R CENTRAL INDEX KEY: 0001038849 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35509 FILM NUMBER: 201229746 BUSINESS ADDRESS: STREET 1: C/O BARNES & NOBLE STREET 2: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 MAIL ADDRESS: STREET 1: C/O BARNES & NOBLE INC STREET 2: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TD AMERITRADE HOLDING CORP CENTRAL INDEX KEY: 0001173431 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 820543156 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 200 SOUTH 108TH AVENUE CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4023317856 MAIL ADDRESS: STREET 1: 200 SOUTH 108TH AVENUE CITY: OMAHA STATE: NE ZIP: 68154 FORMER COMPANY: FORMER CONFORMED NAME: AMERITRADE HOLDING CORP DATE OF NAME CHANGE: 20020917 FORMER COMPANY: FORMER CONFORMED NAME: ARROW STOCK HOLDING CORP DATE OF NAME CHANGE: 20020514 4 1 wf-form4_160210796773918.xml FORM 4 X0306 4 2020-10-06 1 0001173431 TD AMERITRADE HOLDING CORP AMTD 0001038849 MILLER IRENE R 200 S. 108TH AVE. OMAHA NE 68154 1 0 0 0 Common Stock 2020-10-06 4 D 0 15195 D 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 24, 2019 (as amended, the "Merger Agreement"), by and among The Charles Schwab Corporation ("Schwab"), Americano Acquisition Corp., a wholly owned subsidiary of Schwab ("Merger Sub"), and TD Ameritrade Holding Corporation ("TD Ameritrade"), pursuant to which Merger Sub merged with and into TD Ameritrade, with TD Ameritrade continuing as the surviving corporation and as a wholly owned subsidiary of Schwab (the "Merger"), on October 6, 2020 (the "Closing Date"). Pursuant to the Merger Agreement, each share of TD Ameritrade common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Schwab, TD Ameritrade or The Toronto-Dominion Bank and its affiliates) was converted into the right to receive 1.0837 shares (the "Exchange Ratio") of Schwab common stock (the "Merger Consideration"). (Continued in footnote 2.) The closing price per share of Schwab common stock on the NYSE on the Closing Date was $36.75. In addition, pursuant to the Merger Agreement, at the Effective Time, each outstanding TD Ameritrade time-vesting restricted stock unit (including each deferred restricted stock unit award and each stock unit issued in respect of deferred cash fees) outstanding under the TD Ameritrade 2006 Directors Incentive Plan, as amended from time to time, (a "TD Ameritrade Director RSU") was vested (if unvested) and converted into the right to receive the Merger Consideration, as if such TD Ameritrade Director RSU had been settled immediately prior to the Effective Time. /s/ Brenna M. O'Connor, as attorney-in-fact for Irene R. Miller 2020-10-07