X0306 4 2013-08-29 0 0001397911 LPL Financial Holdings Inc. LPLA 0001249554 SCHIFTER RICHARD P C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 0 0 Common Stock, par value $0.001 per share 2013-08-29 4 J 0 3770 0 A 18113 D The shares of Common Stock (each a "Share") of LPL Financial Holdings Inc. (the "Issuer") reported herein were received in a pro rata distribution of Shares from each of TPG Equity IV-A, L.P. ("Equity IV-A") and TPG GenPar IV, L.P. ("GenPar IV"). Of the Shares reported herein, 968 Shares were received from Equity IV-A and 2,802 Shares were received from GenPar IV. Mr. Schifter is a TPG partner. TPG is affiliated with each of TPG Holdings I, L.P. ("Holdings I"), which holds 541,459 Shares (the "Holdings I Shares"), TPG Partners IV, L.P. ("Partners IV"), which holds 16,753,402 Shares (the "Partners IV Shares"), TPG Coinvestment IV, L.P. ("Coinvestment IV"), which holds 1,654 Shares (the "Coinvestment IV Shares"), and TPG Associates IV, L.P. ("TPG Associates IV" and, together with Holdings I, Partners IV and Coinvestment IV, the "TPG Shareholders"), which holds 2,068 Shares (the "Associates IV Shares" and together with the Holdings I Shares, the Partners IV Shares and the Coinvestment IV Shares, the "TPG Shares"). Mr. Schifter disclaims beneficial ownership of the TPG Shares and any Shares that are or may be beneficially owned by any affiliate of the TPG Shareholders. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Schifter is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer directly held by any of the TPG Shareholders or any of their respective affiliates. (4) Ronald Cami is signing on behalf of Mr. Schifter pursuant to an authorization and designation letter dated July 1, 2013, which is filed as an exhibit to this Form 4. /s/ Ronald Cami on behalf of Richard P. Schifter (4) 2013-09-03