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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hellman Marco C/O LPL FINANCIAL HOLDINGS INC. 75 STATE STREET, 22ND FLOOR BOSTON, MA 02109 |
X |
/s/ Gregory M. Woods, attorney-in-fact | 12/16/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Mr. Hellman is the Managing Member of HMI Capital, LLC ("HMI LLC"), which is the general partner and investment adviser of HMI Capital Partners, L.P. and Merckx Capital Partners, L.P. (collectively the "Funds"). These securities are held directly by HMI LLC for the benefit of the Funds and, in turn, for the benefit of investors in the Funds. The securities may be deemed to be indirectly beneficially owned by Mr. Hellman as the managing member of HMI LLC. Mr. Hellman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein (see Note 3 below). |
(2) | Mr. Hellman is a member of the Issuer's board of directors. These shares were granted to Mr. Hellman under the Issuer's Amended and Restated 2010 Omnibus Equity Incentive Plan pursuant to the Issuer's Non-Employee Director Compensation Policy. Mr. Hellman assigned these shares to HMI LLC. The proceeds of any disposition of these shares will be applied against management fees payable pursuant to the partnership agreement of the applicable fund. HMI LLC and the Funds are directors by deputization of the Issuer. |
(3) | A three member investment committee of HMI LLC has investment discretion over these shares. Mr. Hellman is the managing member of HMI LLC and is also a member of the investment committee. Mr. Hellman disclaims beneficial ownership of the shares beneficially owned by the Funds and HMI LLC (including the shares of restricted stock referred to in note 4 below), except to the extent of his pecuniary interest therein, if any. |
(4) | These shares represent restricted stock that is scheduled to vest in full on May 11, 2017. |
(5) | Mr. Hellman elected to receive these shares in lieu of the cash portion of the annual retainer under the Issuer's Non-Employee Director Compensation Policy. |
(6) | These securities are held directly by the Funds for the benefit of their investors. The securities may be deemed to be indirectly beneficially owned by HMI LLC as the investment adviser and general partner of the Funds and by Mr. Hellman as the control person of HMI LLC. Mr. Hellman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
Remarks: The signatory is signing on behalf of Marco W. Hellman pursuant to a Power of Attorney dated May 4, 2016, which is filed as Exhibit 24.1 to this filing. |