UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF ~~THE~~

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~August 13, 2012~~

August 20, 2012

Penson Worldwide, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-32878		75-2896356
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-32878

75-2896356

(Commission

File Number)

(IRS Employer

Identification No.)

1700 Pacific Avenue, Suite 1400

Dallas, Texas 75201

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: ~~(214) 765-1100~~

(214) 765-1100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 53.0201 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers,~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain Officers~~or Standard; ~~Compensatory~~Transfer of ~~Arrangement for Certain Officers~~Listing.

On August 1320, 2012, ~~Andrew~~Penson ~~Koslow~~Worldwide ~~tendered~~Inc. ~~his~~(the ~~resignation~~“Company”) asreceived ~~Secretary,~~a letter from The NASDAQ Stock Market ~~Executive~~(“NASDAQ”) ~~Vice~~indicating ~~President~~that ~~and~~the ~~General~~Company ~~Counsel~~did not maintain a minimum of ~~Penson~~$10 ~~Worldwide,~~million ~~Inc.~~in stockholders’ equity for continuing listing on The NASDAQ Global Select Market pursuant to applicable NASDAQ listing rules (the “~~Company~~Rules”). The ~~and~~letter ~~from~~also ~~all~~states ~~positions~~that ~~with~~under the Rules, the Company has 45 calendar days to submit a plan to regain compliance, and~~/or~~ ~~its~~if ~~subsidiaries~~the plan is accepted, ~~effective~~NASDAQ asmay grant an extension of up to 180 calendar days to evidence compliance. Alternatively, the Company ~~end~~may ofconsider applying to transfer the ~~day~~Company’s common stock to The NASDAQ Capital Market if the Company meets certain continuing listing standards for such market, except for the minimum bid price requirements. In addition, as previously disclosed in Current Reports on ~~August~~Form 8-K filed on May 177, 2012. ~~Mr.~~and July ~~Koslow~~27, ~~resigned~~2012, ~~to take~~the aCompany ~~position~~is atnot ~~another~~in ~~company.~~compliance ~~The~~with ~~Company~~certain ~~has~~NASDAQ nocontinuing ~~current~~listing ~~plans~~standards relating to ~~fill~~ the ~~role~~$1.00 ofminimum ~~General~~bid ~~Counsel~~price ofrequirements and the minimum ~~Company~~market atvalue ~~this~~of ~~time~~publicly held shares of $5 million.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~Penson Worldwide, Inc.~~	Penson Worldwide, Inc.
Date: August 14, 2012	By:	/s/ Daniel P. Son
Date: August 23, 2012		By:	/s/ Daniel P. Son
		~~Daniel P. Son~~	Daniel P. Son
		~~Chief Executive Officer~~	Chief Executive Officer

Filing Compare · PENSON WORLDWIDE INC