UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
N/A |
1 | NAMES OF REPORTING PERSONS Hellman & Friedman LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 34,210,185.1 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 34,210,185.1 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
34,210,185.1 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) See Item 4 and Item 8 |
||||
þ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
36.3%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
2
CUSIP No. |
N/A |
1 | NAMES OF REPORTING PERSONS Hellman & Friedman Investors V, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 34,193,080 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 34,193,080 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
34,193,080 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) See Item 4 and Item 8 |
||||
þ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
36.3%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
3
CUSIP No. |
N/A |
1 | NAMES OF REPORTING PERSONS Hellman & Friedman Capital Partners V, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 30,077,594.7 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 30,077,594.7 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
30,077,594.7 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) See Item 4 and Item 8 |
||||
þ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
31.9%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
4
CUSIP No. |
N/A |
1 | NAMES OF REPORTING PERSONS Hellman & Friedman Capital Partners V (Parallel), L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 4,115,485.3 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 4,115,485.3 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,115,485.3 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) See Item 4 and Item 8 |
||||
þ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.4%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
5
CUSIP No. |
N/A |
1 | NAMES OF REPORTING PERSONS Hellman & Friedman Capital Associates V, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 17,105.1 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 17,105.1 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
17,105.1 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) See Item 4 and Item 8 |
||||
þ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.0%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
6
Item 1. |
(a) | Name of Issuer: | |
LPL Investment Holdings Inc. | ||
(b) | Address of Issuers Principal Executive Offices: | |
One Beacon Street, Floor 22 Boston, Massachusetts 02108 |
Item 2. |
(a) | Name of Person Filing: | |
Hellman & Friedman LLC Hellman & Friedman Investors V, L.P. Hellman & Friedman Capital Partners V, L.P. Hellman & Friedman Capital Partners V (Parallel), L.P. Hellman & Friedman Capital Associates V, L.P. |
||
(b) | Address of Principal Business Office, or, if None, Residence: | |
The principal business office for all persons filing: | ||
c/o Hellman & Friedman LLC One Maritime Plaza, 12th Floor San Francisco, CA 94111 |
||
(c) | Citizenship: | |
See Item 4 of each cover page. | ||
(d) | Title of Class of Securities: | |
Common stock, $0.001 par value per share. |
7
(e) | CUSIP Number: |
Item 3. |
Item 4. | Ownership. |
(a) | Amount beneficially owned: | |
Pursuant to Rule 13d-3 under the Act: (i) Hellman & Friedman Capital Partners V, L.P. (HFCP V) may be deemed to beneficially own the 30,077,594.7 shares of Common Stock that it holds, representing approximately 31.9% of the Common Stock outstanding; (ii) Hellman & Friedman Capital Partners V (Parallel), L.P. (HFCP V Parallel) may be deemed to beneficially own the 4,115,485.3 shares of Common Stock that it holds, representing approximately 4.4% of the Common Stock outstanding; (iii) Hellman & Friedman Capital Associates V, L.P. (Associates V, together with HFCP V and HFCP V Parallel, the H&F Entities) may be deemed to beneficially own the 17,105.1 shares of Common Stock that it holds, representing approximately 0.0% of the Common Stock outstanding; (iv) in its capacity as the sole general partner of HFCP V and HFCP V Parallel, Hellman & Friedman Investors V, L.P. (Investors V) may be deemed to beneficially own an aggregate of 34,193,080 shares of Common Stock, representing approximately 36.3% of the Common Stock outstanding; and (v) in its capacity as the sole general partner of Investors V and Associates V, Hellman & Friedman LLC (H&F LLC) may be deemed to beneficially own an aggregate of 34,210,185.1 shares of Common Stock, representing approximately 36.3% of the Common Stock outstanding. | ||
The five member investment committee of H&F LLC has power to vote or to direct the vote of, and to dispose or to direct the disposition of, the securities that are held by the H&F Entities. The members of the investment committee of H&F LLC are F. Warren Hellman, Brian M. Powers, Philip U. Hammarskjold, Patrick J. Healy and Thomas F. Steyer; provided, however, that Mr. Steyer has no authority or voting rights with respect to investment committee decisions relating to the securities reported. Each member of the investment committee of H&F LLC disclaims beneficial ownership of the reported securities held by the H&F Entities, except to the extent of their respective pecuniary interest therein, if any. | ||
(b) | Percent of class: See Item 11 of each cover page, which is based upon Item 9 of each cover page. See also Item 4(a) above. | |
(c) | Number of shares as to which the person has: |
8
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
9
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certifications. |
1 | The calculation of the foregoing percentage is based on 94,214,762 shares of Common Stock outstanding as of December 31, 2009, as indicated by the Issuer. |
10
HELLMAN & FRIEDMAN LLC |
||||
By: | /s/ Philip U. Hammarskjold | |||
Name: | Philip U. Hammarskjold | |||
Title: | Managing Director | |||
HELLMAN & FRIEDMAN INVESTORS V, L.P. |
||||
By: | HELLMAN & FRIEDMAN LLC, its general partner |
|||
By: | /s/ Philip U. Hammarskjold | |||
Name: | Philip U. Hammarskjold | |||
Title: | Managing Director | |||
HELLMAN & FRIEDMAN
CAPITAL PARTNERS V, L.P. |
||||
By: | HELLMAN & FRIEDMAN INVESTORS V, L.P., its general partner |
|||
By: | HELLMAN & FRIEDMAN LLC, its general partner |
|||
By: | /s/ Philip U. Hammarskjold | |||
Name: | Philip U. Hammarskjold | |||
Title: | Managing Director |
11
HELLMAN & FRIEDMAN CAPITAL
PARTNERS V (PARALLEL), L.P. |
||||
By: | HELLMAN & FRIEDMAN INVESTORS V, L.P., its general partner |
|||
By: | HELLMAN & FRIEDMAN LLC, its general partner |
|||
By: | /s/ Philip U. Hammarskjold | |||
Name: | Philip U. Hammarskjold | |||
Title: | Managing Director | |||
HELLMAN & FRIEDMAN CAPITAL
ASSOCIATES V, L.P. |
||||
By: | HELLMAN & FRIEDMAN INVESTORS V, L.P., its general partner |
|||
By: | HELLMAN & FRIEDMAN LLC, its general partner |
|||
By: | /s/ Philip U. Hammarskjold | |||
Name: | Philip U. Hammarskjold | |||
Title: | Managing Director |
12
Exhibit | ||
Number | Title | |
1
|
Joint Filing Agreement among Hellman & Friedman LLC, Hellman & Friedman Investors V, L.P., Hellman & Friedman Capital Partners V, L.P., Hellman & Friedman Capital Partners V (Parallel), L.P. and Hellman & Friedman Capital Associates V, L.P., as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |