X0306 4 2020-10-06 1 0001173431 TD AMERITRADE HOLDING CORP AMTD 0001497772 TD Luxembourg International Holdings S.a r.l. 8-10, AVENUE DE LA GARE LUXEMBOURG N4 L-1610 LUXEMBOURG 0 0 1 0 0000947263 TORONTO DOMINION BANK TORONTO-DOMINION CENTRE P.O. BOX 1 TORONTO A6 M5KIA2 ONTARIO, CANADA 0 0 1 0 0001710914 TD GROUP US HOLDINGS LLC 251 LITTLE FALLS DRIVE WILMINGTON DE 19808 0 0 1 0 Common Stock, par value $0.01 per share 2020-10-06 4 J 0 233993484 D 0 D On October 6, 2020, The Charles Schwab Corporation, a Delaware corporation ("Buyer") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, dated as of November 24, 2019 (as may be amended from time to time, the "Merger Agreement"), by and among the Buyer, the Issuer, and Americano Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of the Buyer ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of the Buyer (the "Merger"). As a result of the Merger, each share of Issuer common stock issued and outstanding immediately prior to the effective time of the Merger (other than certain shares of Issuer common stock as set forth in the Merger Agreement) was converted into the right to receive Buyer common stock or Buyer nonvoting common stock in accordance with the Merger Agreement. The shares of Issuer common stock were owned directly by TD LIH, which is a wholly-owned subsidiary of TD Group US Holdings LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of The Toronto-Dominion Bank, a Canadian chartered bank. TD LUXEMBOURG INTERNATIONAL HOLDINGS S.a r.l., By: /s/ Scott Ferguson, Name: Scott Ferguson, Title: Authorized Signatory 2020-10-07 TD GROUP US HOLDINGS LLC, By: /s/ Kelvin Tran, Name: Kelvin Tran, Title: Executive Vice President and Chief Financial Officer 2020-10-07 THE TORONTO-DOMINION BANK, By: /s/ Barbara Hooper, Name: Barbara Hooper, Title: Executive Vice President 2020-10-07