| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/16/2024 |
3. Issuer Name and Ticker or Trading Symbol
LPL Financial Holdings Inc. [ LPLA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,934.2114(1) | D | |
| Common Stock | 19 | I | Held by the Reporting Person's spouse |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 02/25/2029 | Common Stock | 2,212 | 77.53 | D | |
| Explanation of Responses: |
| 1. Consists of (i) 2,298.2114 shares of Common Stock; (ii) 190 restricted stock units that vest on February 25, 2025; (iii) 443 restricted stock units that vest ratably on February 25, 2025 and February 25, 2026; (iv) 170 restricted stock units that vest ratably on June 12, 2025 and June 12, 2026; and (v) 833 restricted stock units that vest ratably on each of February 25, 2025, February 25, 2026 and February 25, 2027. Each restricted stock unit represents a contingent right to receive one share of Common Stock on the applicable vesting date. Vested shares will be issued to the Reporting Person as soon as practicable after the vesting date. |
| 2. The Stock Option was granted on February 25, 2019 and vested as to 738 shares on February 25, 2020, 738 shares on February 25, 2021 and 736 shares on February 25, 2022. |
| Remarks: |
| The signatory is signing on behalf of Marc Cohen pursuant to a Power of Attorney dated December 11, 2024, which is filed as Exhibit 24.1 to this filing. |
| /s/ Robert S. Hatfield III, Attorney-in-Fact | 12/31/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
SECTION 16 POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Althea Brown, Robert S. Hatfield III and Rachel E. Pearlman, with full power of substitution, as the undersigned’s true and lawful attorney‑in‑fact to:
The undersigned hereby grants each such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney‑in‑fact, or such attorney‑in‑fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys‑in‑fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Section 16 Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to foregoing attorneys‑in‑fact.
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IN WITNESS WHEREOF, the undersigned has caused this Section 16 Power of Attorney to be executed as of this 11 day of December, 2024.
/s/ Marc Cohen |
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Marc Cohen |
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[Signature Page to Section 16 Power of Attorney]