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): September 26, 2012

August 20, 2012

Penson Worldwide, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)

001-32878

Delaware

75-2896356

(Commission

File Number)

(State or Other Jurisdiction

of Incorporation)

(IRS Employer

Identification No.)

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

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 3 8.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~August~~September 2026, 2012, Penson Worldwide, Inc. (the “Company”) ~~received~~announced athat ~~letter~~it ~~from~~intends ~~The~~to ~~NASDAQ~~voluntarily ~~Stock~~terminate ~~Market (“NASDAQ”) indicating that~~ the ~~Company~~listing ~~did not maintain a minimum~~ of ~~$10~~its ~~million~~common instock ~~stockholders’ equity for continuing listing~~ on The NASDAQ Global ~~Select~~ Market ~~pursuant~~by tofiling ~~applicable~~a ~~NASDAQ~~From ~~listing~~25 ~~rules~~with (the Securities and Exchange Commission (the “~~Rules~~SEC”)~~. The~~ ~~letter~~on ~~also~~or ~~states~~about ~~that~~October 8, ~~under~~2012. ~~the~~As ~~Rules~~previously announced, the Company ~~has~~is 45not ~~calendar~~in ~~days~~compliance towith ~~submit~~NASDAQ’s acontinuing ~~plan~~listing requirements due to ~~regain~~inability ~~compliance,~~to ~~and~~maintain ifa ~~the~~minimum ~~plan~~bid isprice ~~accepted,~~of ~~NASDAQ~~$1.00 ~~may~~, ~~grant~~a anminimum ~~extension~~market value of publicly upheld toshares ~~180~~of ~~calendar~~$5 ~~days~~million, toand ~~evidence~~a ~~compliance.~~minimum ~~Alternatively,~~stockholders’ ~~the Company~~equity ~~may~~of ~~consider~~$10 ~~applying~~million. toAccordingly, ~~transfer~~ the Company’s expects its common stock towill be delisted from The NASDAQ ~~Capital~~Global Market. ifTo ~~the~~ensure ~~Company~~an ~~meets~~orderly ~~certain~~delisting ~~continuing~~process, ~~listing~~the ~~standards~~Company ~~for~~has decided ~~such~~to ~~market,~~voluntarily ~~except~~terminate ~~for~~ the ~~minimum~~listing ~~bid~~of ~~price~~its ~~requirements.~~common Instock ~~addition,~~on ~~as previously~~The ~~disclosed~~NASDAQ inGlobal ~~Current~~Market ~~Reports~~by onfiling a Form ~~8-K~~25 ~~filed~~with onthe ~~May 7,~~SEC ~~2012~~on ~~and~~or ~~July~~about October 278, 2012,. Following the ~~Company~~completion isof ~~not~~the indelisting ~~compliance~~process, ~~with~~the ~~certain~~Company ~~NASDAQ~~intends ~~continuing~~to ~~listing~~deregister ~~standards~~its common ~~relating~~stock tounder the ~~$1.00~~Securities ~~minimum~~Exchange ~~bid~~Act ~~price~~of ~~requirements~~1934, ~~and~~as ~~the minimum~~amended ~~market~~and ~~value~~cease offiling ~~publicly~~reports ~~held~~with ~~shares~~the ~~of $5 million~~SEC.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Description
99.1		Press Release dated September 26, 2012 of Penson Worldwide, Inc.

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.

Date: August 23, 2012

/s/ Daniel P. Son

Date: September 26, 2012

/s/ Daniel P. Son

Daniel P. Son

Chief Executive Officer

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