Sec Form 4 Filing - Handelsman Sharyn @ LPL Financial Holdings Inc. - 2015-06-02

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Handelsman Sharyn 2. Issuer Name and Ticker or Trading Symbol LPL Financial Holdings Inc. [ LPLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) MD, Chief Compliance Officer (Last) (First) (Middle) C/O LPL FINANCIAL HOLDINGS INC., 75 STATE STREET, 24TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/02/2015 (Street) BOSTON, MA02109 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/02/2015 M 5,050 A $ 30 11,528 D Common Stock 06/02/2015 M 1,343 A $ 34.61 12,871 D Common Stock 06/02/2015 S( 1 ) 6,393 D $ 43.5 6,478 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Option to purchase Common Stock $ 30 06/02/2015 M 5,050 ( 3 ) 11/17/2020 Common Stock 5,050 $ 30 5,050 D Option to purchase Common Stock $ 34.61 06/02/2015 M 1,343 ( 4 ) 12/22/2020 Common Stock 1,343 $ 34.61 8,657 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Handelsman Sharyn C/O LPL FINANCIAL HOLDINGS INC. 75 STATE STREET, 24TH FLOOR BOSTON, MA02109 MD, Chief Compliance Officer Signatures /s/ Sharyn J Handelsman 06/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2015. ( 2 )Consists of (i) 2,127 shares of Common Stock; (ii) 1,266 restricted stock units that vest ratably on February 22, 2016 and February 22, 2017; (iii) 864 restricted stock units that vest ratably on February 24,2016 and February 24, 2017; (iv) 1,587 restricted stock units that vest ratably on March 6, 2016, March 6, 2017 and March 6, 2018; and (v) 634 restricted stock units that vest in full on March 6, 2018. ( 3 )Following the exercise reported in this Form 4, this option is not currently exercisable as to any shares. The option becomes exercisable in five equal installments, beginning on November 17, 2011, which was the first anniversary of the date on which it was granted. The option will become vested and exercisable with regard to the remaining 5,050 shares covered thereby on November 17, 2015. ( 4 )Following the exercise reported in this Form 4, this option is currently exercisable as to 6,657 shares. The option becomes exercisable in five equal installments, beginning on December 22, 2011, which was the first anniversary of the date on which it was granted. The option will become vested and exercisable with regard to the remaining 2,000 shares covered thereby on December 22, 2015.

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