TD Luxembourg International Holdings S.a r.l. 4
4 · TD AMERITRADE HOLDING CORP · Filed Oct 7, 2020
Insider Transaction Report
Form 4
Transactions
- Other
Common Stock, par value $0.01 per share
2020-10-06−233,993,484→ 0 total
Footnotes (3)
- [F1]On October 6, 2020, The Charles Schwab Corporation, a Delaware corporation ("Buyer") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, dated as of November 24, 2019 (as may be amended from time to time, the "Merger Agreement"), by and among the Buyer, the Issuer, and Americano Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of the Buyer ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of the Buyer (the "Merger").
- [F2]As a result of the Merger, each share of Issuer common stock issued and outstanding immediately prior to the effective time of the Merger (other than certain shares of Issuer common stock as set forth in the Merger Agreement) was converted into the right to receive Buyer common stock or Buyer nonvoting common stock in accordance with the Merger Agreement.
- [F3]The shares of Issuer common stock were owned directly by TD LIH, which is a wholly-owned subsidiary of TD Group US Holdings LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of The Toronto-Dominion Bank, a Canadian chartered bank.