TD Ameritrade Holding Form 4 / Thomas A. Nally ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nally Thomas A.

(Last)

(First)

(Middle)

200 S. 108TH AVE.

(Street)

OMAHA

68154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TD AMERITRADE HOLDING CORP [ AMTD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Institutional Services

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/05/2020		A		418	A	$0	225,701	D
Common Stock	10/06/2020		D		225,701⁽¹⁾⁽²⁾⁽³⁾	D	⁽¹⁾⁽²⁾⁽³⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 24, 2019 (as amended, the "Merger Agreement"), by and among The Charles Schwab Corporation ("Schwab"), Americano Acquisition Corp., a wholly owned subsidiary of Schwab ("Merger Sub"), and TD Ameritrade Holding Corporation ("TD Ameritrade"), pursuant to which Merger Sub merged with and into TD Ameritrade, with TD Ameritrade continuing as the surviving corporation and as a wholly owned subsidiary of Schwab (the "Merger"), on October 6, 2020 (the "Closing Date"). Pursuant to the Merger Agreement, each share of TD Ameritrade common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Schwab, TD Ameritrade or The Toronto-Dominion Bank and its affiliates) was converted into the right to receive 1.0837 shares (the "Exchange Ratio") of Schwab common stock (the "Merger Consideration"). (Continued in footnote 2.)

2. The closing price per share of Schwab common stock on the NYSE on the Closing Date was $36.75. In addition, pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding TD Ameritrade time-vesting restricted stock unit award (RSU) (other than those outstanding under the TD Ameritrade Holding Corporation 2006 Directors Incentive Plan, as amended), whether vested or unvested, was converted into a Schwab RSU, with the number of underlying shares of Schwab common stock adjusted based on the Exchange Ratio, and (ii) each outstanding TD Ameritrade performance-vesting restricted stock unit (PSU) was converted into a Schwab RSU, with the number of underlying shares of Schwab common stock determined based on the greater of (x) the actual level of achievement of the applicable performance goals and (y) the target level and adjusted based on the Exchange Ratio. (Continued in footnote 3.)

3. The converted TD Ameritrade RSUs, PSUs and TD Ameritrade Director RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

Remarks:

	/s/ Brenna M. O'Connor, as attorney-in-fact for Thomas A. Nally	10/07/2020
	** Signature of Reporting Person	Date
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.

TD Ameritrade Holding Form 4TD AMERITRADE HOLDING / Thomas A. Nally ownership change