0001173431-20-000164.txt : 20201007
0001173431-20-000164.hdr.sgml : 20201007
20201007175956
ACCESSION NUMBER: 0001173431-20-000164
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201006
FILED AS OF DATE: 20201007
DATE AS OF CHANGE: 20201007
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Maidment Karen E.
CENTRAL INDEX KEY: 0001498969
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35509
FILM NUMBER: 201229747
MAIL ADDRESS:
STREET 1: TD AMERITRADE HOLDING CORPORATION
STREET 2: 6940 COLUMBIA GATEWAY DR., SUITE 200
CITY: COLUMBIA
STATE: MD
ZIP: 21046
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TD AMERITRADE HOLDING CORP
CENTRAL INDEX KEY: 0001173431
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 820543156
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 200 SOUTH 108TH AVENUE
CITY: OMAHA
STATE: NE
ZIP: 68154
BUSINESS PHONE: 4023317856
MAIL ADDRESS:
STREET 1: 200 SOUTH 108TH AVENUE
CITY: OMAHA
STATE: NE
ZIP: 68154
FORMER COMPANY:
FORMER CONFORMED NAME: AMERITRADE HOLDING CORP
DATE OF NAME CHANGE: 20020917
FORMER COMPANY:
FORMER CONFORMED NAME: ARROW STOCK HOLDING CORP
DATE OF NAME CHANGE: 20020514
4
1
wf-form4_160210798317467.xml
FORM 4
X0306
4
2020-10-06
1
0001173431
TD AMERITRADE HOLDING CORP
AMTD
0001498969
Maidment Karen E.
200 S. 108TH AVE.
OMAHA
NE
68154
1
0
0
0
Common Stock
2020-10-06
4
D
0
76737
D
0
D
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.)
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, each outstanding TD Ameritrade time-vesting restricted stock unit (including each deferred restricted stock unit award and each stock unit issued in respect of deferred cash fees) outstanding under the TD Ameritrade 2006 Directors Incentive Plan, as amended from time to time, (a "TD Ameritrade Director RSU") was vested (if unvested) and converted into the right to receive the Merger Consideration, as if such TD Ameritrade Director RSU had been settled immediately prior to the Effective Time.
/s/ Brenna M. O'Connor, as attorney-in-fact for Karen E. Maidment
2020-10-07