Statement of Changes in Beneficial Ownership (4)
08 10월 2020 - 6:15AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TD Luxembourg International Holdings S.a r.l. |
2. Issuer Name and Ticker or Trading Symbol
TD AMERITRADE HOLDING CORP
[
AMTD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
8-10, AVENUE DE LA GARE, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/6/2020 |
(Street)
LUXEMBOURG, N4 L-1610
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share | 10/6/2020 | | J(1) | | 233993484 | D | (2) | 0 | D (3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | 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"). |
(2) | 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. |
(3) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TD Luxembourg International Holdings S.a r.l. 8-10, AVENUE DE LA GARE LUXEMBOURG, N4 L-1610 |
| X |
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TORONTO DOMINION BANK TORONTO-DOMINION CENTRE P.O. BOX 1 TORONTO, A6 M5KIA2 |
| X |
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TD GROUP US HOLDINGS LLC 251 LITTLE FALLS DRIVE WILMINGTON, DE 19808 |
| X |
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Signatures
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TD LUXEMBOURG INTERNATIONAL HOLDINGS S.a r.l., By: /s/ Scott Ferguson, Name: Scott Ferguson, Title: Authorized Signatory | | 10/7/2020 |
**Signature of Reporting Person | Date |
TD GROUP US HOLDINGS LLC, By: /s/ Kelvin Tran, Name: Kelvin Tran, Title: Executive Vice President and Chief Financial Officer | | 10/7/2020 |
**Signature of Reporting Person | Date |
THE TORONTO-DOMINION BANK, By: /s/ Barbara Hooper, Name: Barbara Hooper, Title: Executive Vice President | | 10/7/2020 |
**Signature of Reporting Person | Date |
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