SEC Filing Summary: LPL Investment Holdings Inc. (Form 8-K)
Business Context and Reporting Period
Company: LPL Investment Holdings Inc.
Filing Date: November 17, 2010
Reporting Period/Event Date: October 19, 2010 (Beneficial Ownership Snapshot)
Item Reported: Item 8.01 - Other Events (Disclosure of Selling Stockholders)
This filing provides a table of beneficial ownership for selling stockholders participating in an offering described in the Company's Registration Statement on Form S-1 (initially filed June 4, 2010). The data reflects ownership positions as of October 19, 2010, both prior to and after the proposed offering.
Key Financial Metrics and Ownership Data
Note: This filing is a disclosure of equity ownership and does not contain operational financial statements (revenue, profit, cash flow, or debt).
- Total Shares Outstanding (as of Oct 19, 2010): 94,249,754
- Aggregate Shares Beneficially Owned by Listed Sellers (Prior to Offering): 13,106,934
- Aggregate Shares Offered by Listed Sellers: 6,705,286
- Aggregate Shares Beneficially Owned by Listed Sellers (After Offering): 6,140,017
- Ownership Threshold: None of the listed selling stockholders beneficially owns more than 1% of the Company's common stock.
Material Changes
The primary material change disclosed is the reduction in beneficial ownership for the listed selling stockholders resulting from the proposed offering. The aggregate holdings of these specific sellers are projected to decrease from approximately 13.1 million shares to 6.1 million shares following the sale of 6.7 million shares.
Guidance, Outlook, and Risks
Offering Context: The filing supports a secondary offering where selling stockholders are distributing shares. Many selling stockholders have affiliations with broker-dealers, including the subsidiary LPL Financial LLC, but received shares in the ordinary course of business without agreements to distribute them at the time of receipt.
Risks/Contingencies: The filing notes that beneficial ownership calculations include shares exercisable within 60 days of October 19, 2010. No specific financial risks, guidance, or management commentary regarding future performance are included in this specific 8-K item.
Investor Verification Checklist
- Verify the final terms and pricing of the offering referenced in the Form S-1 Registration Statement.
- Confirm the total number of shares sold by the listed stockholders versus the aggregate 6,705,286 shares listed as "Shares Offered."
- Review the Form S-1 (filed June 4, 2010) for detailed financial statements, as this 8-K contains no revenue or profit data.
- Check for any subsequent filings regarding the completion or termination of the offering.