0001225208-20-012341.txt : 20201008
0001225208-20-012341.hdr.sgml : 20201008
20201008184330
ACCESSION NUMBER: 0001225208-20-012341
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201006
FILED AS OF DATE: 20201008
DATE AS OF CHANGE: 20201008
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ricketts Todd M
CENTRAL INDEX KEY: 0001533741
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09700
FILM NUMBER: 201231779
MAIL ADDRESS:
STREET 1: C/O AMERITRADE HOLDING CORP
STREET 2: 4211 SOUTH 102ND ST
CITY: OMAHA
STATE: NE
ZIP: 68127
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SCHWAB CHARLES CORP
CENTRAL INDEX KEY: 0000316709
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 943025021
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 211 MAIN STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: 415-667-7000
MAIL ADDRESS:
STREET 1: 211 MAIN STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
4
1
doc4.xml
X0306
4
2020-10-06
0000316709
SCHWAB CHARLES CORP
SCHW
0001533741
Ricketts Todd M
211 MAIN STREET
SAN FRANCISCO
CA
94105
1
Common Stock
2020-10-06
4
A
0
203801.0000
0
A
203801.0000
D
Common Stock
2020-10-06
4
A
0
7867.0000
0
A
7867.0000
I
By Spouse
Common Stock
2020-10-06
4
A
0
295320.0000
0
A
295320.0000
I
by Spouse as Trustee
Acquired 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 Remarks section, below)
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 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.
Jamal Modir, Attorney-in-fact
2020-10-08