0001173431-20-000170.txt : 20201007 0001173431-20-000170.hdr.sgml : 20201007 20201007180140 ACCESSION NUMBER: 0001173431-20-000170 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201005 FILED AS OF DATE: 20201007 DATE AS OF CHANGE: 20201007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Quirk Steven M. CENTRAL INDEX KEY: 0001659211 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35509 FILM NUMBER: 201229757 MAIL ADDRESS: STREET 1: 200 S. 108TH AVE. CITY: OMAHA STATE: NE ZIP: 68154 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_160210808765745.xml FORM 4 X0306 4 2020-10-05 1 0001173431 TD AMERITRADE HOLDING CORP AMTD 0001659211 Quirk Steven M. 200 S. 108TH AVE. OMAHA NE 68154 0 1 0 0 EVP, Trader Group Common Stock 2020-10-05 4 A 0 400 0 A 139749 D Common Stock 2020-10-06 4 D 0 139749 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, (i) each outstanding TD Ameritrade time-vesting restricted stock unit award (RSU) (other than those outstanding under the TD Ameritrade Holding Corporation 2006 Directors Incentive Plan, as amended), whether vested or unvested, was converted into a Schwab RSU, with the number of underlying shares of Schwab common stock adjusted based on the Exchange Ratio, and (ii) each outstanding TD Ameritrade performance-vesting restricted stock unit (PSU) was converted into a Schwab RSU, with the number of underlying shares of Schwab common stock determined based on the greater of (x) the actual level of achievement of the applicable performance goals and (y) the target level and adjusted based on the Exchange Ratio. (Continued in footnote 3.) The converted TD Ameritrade RSUs, PSUs and TD Ameritrade Director RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time. /s/ Brenna M. O'Connor, as attorney-in-fact for Steven M. Quirk 2020-10-07