Sec Form 4 Filing - BEINSTEIN HENRY C @ LADENBURG THALMANN FINANCIAL SERVICES INC. - 2020-02-14

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 BEINSTEIN HENRY C 2. Issuer Name and Ticker or Trading Symbol LADENBURG THALMANN FINANCIAL SERVICES INC. [ LTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) C/O GAGNON SECURITIES, 1370 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2020 (Street) NEW YORK, NY10019 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 02/14/2020 D 232,143 ( 1 ) D $ 3.5 ( 2 ) 0 D Common Stock 02/14/2020 D 1,532 D $ 3.5 ( 3 ) 0 I Held by Spouse's IRA

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 Stock Option (Right to Buy) $ 2.4 02/14/2020 D 50,000 05/18/2017 05/18/2026 Common Stock 50,000 $ 1.1 ( 4 ) 0 D Stock Option (Right to Buy) $ 3.38 02/14/2020 D 50,000 05/18/2016 05/18/2025 Common Stock 50,000 $ 0.12 ( 4 ) 0 D Stock Option (Right to Buy) $ 3.01 02/14/2020 D 50,000 06/25/2015 06/25/2024 Common Stock 50,000 $ 0.49 ( 4 ) 0 D Stock Option (Right to Buy) $ 1.46 02/14/2020 D 50,000 05/09/2014 05/09/2023 Common Stock 50,000 $ 2.04 ( 4 ) 0 D Stock Option (Right to Buy) $ 1.32 02/14/2020 D 50,000 09/28/2013 09/28/2022 Common Stock 50,000 $ 2.18 ( 4 ) 0 D Stock Option (Right to Buy) $ 1.79 02/14/2020 D 20,000 11/10/2012 11/10/2021 Common Stock 20,000 $ 1.71 ( 4 ) 0 D Stock Option (Right to Buy) $ 1.11 02/14/2020 D 20,000 09/24/2011 09/24/2020 Common Stock 20,000 $ 2.39 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BEINSTEIN HENRY C C/O GAGNON SECURITIES 1370 AVENUE OF THE AMERICAS NEW YORK, NY10019 Former Director Signatures /s/ Henry C. Beinstein 02/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan. ( 2 )Disposed of in connection with the Agreement and Plan of Merger dated as of November 11, 2019, pursuant to which Ladenburg Thalmann Financial Services Inc. ("Ladenburg") would merge with a subsidiary of Advisor Group Holdings, Inc. (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Ladenburg common stock was converted into the right to receive cash in the amount of $3.50 per share (the "Per Share Merger Consideration") and each restricted share of common stock became vested at the effective time of the Merger and was converted into the right to receive an amount of cash equal to the product of (i) the number of restricted shares of common stock and (ii) the Per Share Merger Consideration. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Ladenburg common stock. Figure above does not include any deduction for taxes. ( 3 )Disposed of in connection with the Merger. ( 4 )This option was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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