Sec Form 4 Filing - Calder Tracy @ LPL Financial Holdings Inc. - 2017-03-13

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Calder Tracy 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) Managing Director (Last) (First) (Middle) C/O LPL FINANCIAL HOLDINGS INC., 75 STATE STREET, 22ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2017 (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 03/13/2017 M 9,561 A $ 19.85 34,165 D Common Stock 03/13/2017 S 6,465 D $ 39.3066 ( 1 ) 27,700 D Common Stock 03/13/2017 A 2,412 ( 2 ) A $ 0 30,112 ( 3 ) 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 $ 19.85 03/13/2017 M 9,561 ( 4 ) 02/25/2026 Common Stock 9,561 $ 0 19,120 D Option to purchase Common Stock $ 39.48 03/13/2017 A 8,443 ( 5 ) 03/13/2027 Common Stock 8,443 $ 0 8,443 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Calder Tracy C/O LPL FINANCIAL HOLDINGS INC. 75 STATE STREET, 22ND FLOOR BOSTON, MA02109 Managing Director Signatures /s/ Gregory M. Woods, attorney-in-fact 03/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.15 to $39.535, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes to this Form 4. ( 2 )These shares represent restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. These restricted stock units will vest ratably on each of March 13, 2018, March 13, 2019 and March 13, 2020. Vested shares will be issued to the reporting person as soon as practicable after the vesting date. ( 3 )Consists of (i) 3,864 shares of Common Stock; (ii) 21,494 restricted stock units that vest ratably on each February 25, 2018 and February 25, 2019; (iii) 2,342 restricted stock units that vest ratably on each February 25, 2018 and February 25, 2019; and (iv) the restricted stock units reported on this Form 4. ( 4 )This option became exercisable 9,561 shares on February 25, 2017, which was the first anniversary of the grant date. The remaining shares become exercisable ratably on each of February 25, 2018 and February 25, 2019. ( 5 )This option becomes exercisable in three equal annual installments on each of March 13, 2018, March 13, 2019 and March 13, 2020.

Remarks: The signatory is signing on behalf of Tracy Calder pursuant to a Power of Attorney dated January 26, 2016.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.