X0306 4 2013-11-05 0 0001397911 LPL Financial Holdings Inc. LPLA 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock, par value $0.001 per share 2013-11-05 4 S 0 119148 40.7170 D 17156426 I See Explanation of Responses Common Stock, par value $0.001 per share 2013-11-06 4 S 0 81502 40.6099 D 17074924 I See Explanation of Responses Common Stock, par value $0.001 per share 2013-11-07 4 S 0 79029 39.7829 D 16995895 I See Explanation of Responses On each of November 5, November 6 and November 7, TPG Holdings I, L.P. ("Holdings I") sold shares of Common Stock (each a "Share") of LPL Financial Holdings Inc. (the "Issuer") pursuant to Rule 144 under the Securities Act of 1933, as amended. The number of securities reported represents an aggregate number of Shares sold in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Sale prices ranged from $40.51 to $40.90 per Share, inclusive. The Reporting Persons (as defined below) undertake to provide the staff of the Securities and Exchange Commission (the "Commission"), the Issuer or a stockholder of the Issuer, upon request, the number of Shares sold by the Reporting Persons at each separate price within the range. The number of securities reported represents an aggregate number of Shares sold in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Sale prices ranged from $40.44 to $40.93 per Share, inclusive. The Reporting Persons undertake to provide the staff of the Commission, the Issuer or a stockholder of the Issuer, upon request, the number of Shares sold by the Reporting Persons at each separate price within the range The number of securities reported represents an aggregate number of Shares sold in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Sale prices ranged from $39.41 to $40.74 per Share, inclusive. The Reporting Persons undertake to provide the staff of the Commission, the Issuer or a stockholder of the Issuer, upon request, the number of Shares sold by the Reporting Persons at each separate price within the range. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of Holdings I, which holds 59,000 Shares following the transactions reported herein and is the sole member of TPG GenPar IV Advisors, LLC, which is the general partner of TPG GenPar IV, L.P., which is the general partner of TPG Partners IV, L.P. ("Partners IV" and, together with Holdings I, the "TPG Shareholders"), which holds 16,710,185 Shares. Excluding the Shares held by the TPG Shareholders, Mr. Bonderman holds directly or indirectly 208,401 Shares and Mr. Coulter holds directly or indirectly 18,309 Shares. Because of the Reporting Persons' respective relationships to the TPG Shareholders, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of such TPG Shareholders. Each Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any. 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 the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities beneficially owned in excess of their respective pecuniary interests. (9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (10) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Commission. Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9) 2013-11-07 Ronald Cami on behalf of David Bonderman (9) (10) 2013-11-07 Ronald Cami on behalf of James G. Coulter (9) (10) 2013-11-07