Thorpe Allen R 4
4 · LPL Financial Holdings Inc. · Filed Feb 26, 2013
Insider Transaction Report
Form 4
Thorpe Allen R
Director
Transactions
- Award
Common Stock, par value $0.001 per share
2013-02-22+1,582→ 120,586 total
Footnotes (4)
- [F1]These shares represent restricted stock that was granted under the Issuer's 2010 Omnibus Equity Incentive Plan. Mr. Thorpe holds these shares for the benefit of Hellman & Friedman LP ("H&F LP") and Hellman & Friedman GP LLC ("H&F GP"). H&F GP is the sole general partner of H&F LP and each of H&F LP, H&F GP, Hellman & Friedman LLC ("H&F LLC") and the H&F Funds (as defined below) is a director by deputization of the Issuer. This restricted stock shall be fully vested on the second anniversary of the transaction date. The proceeds of any disposition of these shares will be applied against management fees payable pursuant to the applicable partnership agreement of Hellman & Friedman Capital Partners V, L.P. ("HFCP V") and Hellman & Friedman Capital Partners V (Parallel), L.P. ("HFCP V Parallel" and, together with HFCP V, the "H&F Funds").
- [F2]Hellman & Friedman Investors V, L.P. ("Investors V" and, collectively with the H&F Funds, H&F LP, H&F GP and H&F LLC, the "H&F Entities") is the sole general partner of each of the H&F Funds. H&F LLC is the sole general partner of Investors V.
- [F3]Four designated members of H&F GP have collective power, by majority vote among them, to vote or to direct the vote of, and to dispose or to direct the disposition of these shares. Mr. Thorpe is a managing director of H&F GP and H&F LLC, but he is not a designated member of H&F GP. Mr. Thorpe disclaims beneficial ownership of the Common Stock beneficially owned by the H&F Entities (including the shares of restricted stock referred to in note 1. above), except to the extent of his pecuniary interest therein, if any.
- [F4]The amount of securities beneficially owned by Mr. Thorpe following the reported transaction include 119,004 shares of Common Stock received by, and previously reported by, Mr. Thorpe in connection with pro rata distributions made by Investors V. The amount of securities beneficially owned by Mr. Thorpe following the reported transaction also reflects prior transfers by Mr. Thorpe of shares of Common Stock held for the benefit of H&F LP.