Dan H. Arnold - Feb 23, 2024 Form 4 Insider Report for LPL Financial Holdings Inc. (LPLA)

Signature
/s/ Gregory M. Woods, attorney-in-fact
Stock symbol
LPLA
Transactions as of
Feb 23, 2024
Transactions value $
-$21,567,694
Form type
4
Date filed
2/27/2024, 07:16 PM
Previous filing
Feb 22, 2024
Next filing
Jun 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LPLA Common Stock Options Exercise $280K +7.09K +5.32% $39.48 140K Feb 23, 2024 Direct F1
transaction LPLA Common Stock Sale -$1.4M -5.27K -3.76% $265.39 135K Feb 23, 2024 Direct F2, F3
transaction LPLA Common Stock Sale -$485K -1.82K -1.35% $266.43 133K Feb 23, 2024 Direct F2, F4
transaction LPLA Common Stock Award $0 +68.8K +51.66% $0.00 202K Feb 25, 2024 Direct F5
transaction LPLA Common Stock Tax liability -$10.8M -41K -20.31% $263.36 161K Feb 25, 2024 Direct
transaction LPLA Common Stock Award $0 +12.8K +7.92% $0.00 174K Feb 25, 2024 Direct F6
transaction LPLA Common Stock Options Exercise $115K +2.91K +1.68% $39.48 177K Feb 26, 2024 Direct F1
transaction LPLA Common Stock Sale -$131K -500 -0.28% $262.73 176K Feb 26, 2024 Direct F2, F7
transaction LPLA Common Stock Sale -$211K -800 -0.45% $263.59 175K Feb 26, 2024 Direct F2, F8
transaction LPLA Common Stock Sale -$318K -1.2K -0.68% $264.90 174K Feb 26, 2024 Direct F2, F9
transaction LPLA Common Stock Sale -$3.3M -12.4K -7.12% $265.99 162K Feb 26, 2024 Direct F2, F10
transaction LPLA Common Stock Sale -$3.07M -11.5K -7.11% $266.76 150K Feb 26, 2024 Direct F2, F11
transaction LPLA Common Stock Sale -$2.25M -8.41K -5.6% $267.80 142K Feb 26, 2024 Direct F2, F12, F13

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LPLA Option to purchase Common Stock Options Exercise $0 -7.09K -10.49% $0.00 60.5K Feb 23, 2024 Common Stock 7.09K $39.48 Direct F1, F14
transaction LPLA Option to purchase Common Stock Options Exercise $0 -2.91K -4.81% $0.00 57.6K Feb 26, 2024 Common Stock 2.91K $39.48 Direct F1, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The stock option exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2023.
F2 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2023.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.00 to $265.96, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of 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 this footnote (3) to this Form 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $266.05 to $266.97, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of 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 this footnote (4) to this Form 4.
F5 Represents shares of Common Stock received upon vesting of performance stock units ("PSUs") that were granted on February 25, 2021. The granted PSUs were eligible to become earned PSUs based on the Issuer's total stockholder return ("TSR") relative to the TSR of a predetermined comparator group over a three-year performance period ending December 31, 2023. Based on the Issuer's TSR relative to this peer group, PSUs were earned at 200% of the reporting person's target award.
F6 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 February 25, 2025, February 25, 2026 and February 25, 2027. Vested shares will be issued to the reporting person as soon as practicable after the vesting date.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $262.32 to $262.92, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of 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 this footnote (7) to this Form 4.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $263.36 to $264.11, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of 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 this footnote (8) to this Form 4.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.38 to $265.25, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of 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 this footnote (9) to this Form 4.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.42 to $266.41, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of 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 this footnote (10) to this Form 4.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $266.42 to $267.36, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of 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 this footnote (11) to this Form 4.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $267.43 to $268.25, inclusive. The reporting person undertakes to provide to LPL Financial Holdings Inc., any security holder of 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 this footnote (12) to this Form 4.
F13 Consists of (i) 117,374.94 shares of Common Stock; (ii) 3,919 restricted stock units that vest in full on February 25, 2025; (iii) 7,764 restricted stock units that vest ratably on each of February 25, 2025 and February 25, 2026; and (iv) the restricted stock units reported on this Form 4.
F14 This option became exercisable in three installments, beginning March 13, 2018, which was the first anniversary of the date on which it was granted. The option became fully vested on March 13, 2020.

Remarks:

The signatory is signing on behalf of Dan H. Arnold pursuant to a Power of Attorney dated March 15, 2017.