X0306 4/A 2020-10-06 2020-10-08 0000316709 SCHWAB CHARLES CORP SCHW 0001533741 Ricketts Todd M 211 MAIN STREET SAN FRANCISCO CA 94105 1 Common Stock 2020-10-06 4 A 0 203796.0000 0 A 203931.0000 D The reporting person inadvertently over-reported the shares he recieved upon the conversion of his TD Ameritrade Holding Corporation shares by five shares. Acquired 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 Remarks section, below) 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 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. Jamal Modir, Attorney-in-fact 2020-12-18