Sec Form 13D Filing - TORONTO DOMINION BANK filing for TD AMERITRADE HOLDING CORP (AMTD) - 2019-11-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

TD Ameritrade Holding Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

87236Y 10 8

(CUSIP Number)

Ellen Patterson, Esq.

The Toronto-Dominion Bank

Toronto-Dominion Centre

P.O. Box 1

Toronto, Ontario M5K IA2

(856) 751-2721

Copy to:

Lee Meyerson, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 24, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on 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).

Item 1: Security and Issuer

This Amendment No. 22 hereby amends and supplements the statement of beneficial ownership on Schedule 13D relating to the common stock, $0.01 par value per share (the “Issuer Common Stock”) of TD Ameritrade Holding Corporation, a Delaware corporation (the “Issuer”), initially filed on January 25, 2006, as amended by Amendment No. 1 thereto filed on February 24, 2006, Amendment No. 2 thereto filed on April 14, 2006, Amendment No. 3 thereto filed on May 5, 2006, Amendment No. 4 thereto filed on May 11, 2006, Amendment No. 5 thereto filed on May 19, 2006, Amendment No. 6 thereto filed on May 26, 2006, Amendment No. 7 thereto filed on September 14, 2006, Amendment No. 8 thereto filed on February 5, 2009, Amendment No. 9 thereto filed on August 13, 2010, Amendment No. 10 thereto filed on January 20, 2011, Amendment No. 11 thereto filed on February 10, 2011, Amendment No. 12 thereto filed on February 24, 2011, Amendment No. 13 thereto filed on November 8, 2011, Amendment No. 14 thereto filed on March 16, 2012, Amendment No. 15 thereto filed on May 15, 2013, Amendment No. 16 thereto filed on December 6, 2013, Amendment No. 17 thereto filed on December 9, 2013, Amendment No. 18 thereto filed on February 14, 2014, Amendment No. 19 thereto filed on February 4, 2016, Amendment No. 20 thereto filed on September 20, 2017, and Amendment No. 21 thereto filed on September 25, 2017 (as amended, and as it may be further amended from time to time, this “Statement”), by the Reporting Persons with respect to the items set forth below. Unless otherwise indicated herein, capitalized terms used and not defined in this Amendment No. 22 shall have the respective meanings herein as are ascribed to such terms in the Statement.

Item 3: Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by the following:

The funding for the 425,106 shares of Issuer Common Stock described in Item 5 below came from cash on hand and other working capital for ordinary course activities related to TD’s banking, securities, derivatives, asset management or similar businesses, along with client funds for shares held in client or managed accounts.

Item 4: Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by the following:

The information set forth in Item 6 of this Statement is incorporated herein by reference.

Item 5: Interest in Securities of the Issuer

Item 5(a), (b) and (c) of the Statement is hereby amended and supplemented by the following:

(a) and (b). As of November 24, 2019, collectively, the Reporting Persons beneficially owned an aggregate of 234,513,815 shares of Issuer Common Stock, representing approximately 43.30% of the outstanding shares of Issuer Common Stock (based on the number of shares of Issuer Common Stock outstanding as of November 1, 2019 as set forth in the Annual Report on Form 10-K filed by the Issuer on November 15, 2019).

As of November 24, 2019, TD LIH is the record and beneficial owner of 233,993,484 shares of Issuer Common Stock. TD controls TD LIH and accordingly beneficially owns the shares of Issuer Common Stock held by it. TD GUS is the sole owner of TD LIH and accordingly beneficially owns the shares of Issuer Common Stock held by it.

The 234,513,815 shares of Issuer Common Stock reported herein as beneficially owned by TD include 425,106 shares of Issuer Common Stock that may be deemed to be beneficially owned directly by TD or indirectly by TD through subsidiaries in connection with TD’s banking, securities, derivatives, asset management or similar businesses, including in client, brokerage and investment accounts.

Except for Mr. Levitt, Ms. Maidment, and Ms. Miller, as of November 24, 2019, none of the individuals listed on Schedule I beneficially owned any shares of Issuer Common Stock. As of November 24, 2019, Mr. Levitt beneficially owned 16,787 shares of Issuer Common Stock, Ms. Maidment beneficially owned 71,600 shares of Issuer Common Stock, and Ms. Miller beneficially owned 12,153 shares of Issuer Common Stock.

(c) Except as otherwise described in this Statement and the transactions described below, none of the TD Entities nor, to the best of the TD Entities’ knowledge, any of the individuals named in Schedule I to the Statement, has engaged in any transaction in shares of Issuer Common Stock in the last 60 days.

The above trades were effected in the open market by TD directly or indirectly by TD through subsidiaries in connection with TD’s banking, securities, derivatives, asset management or similar businesses, including in client, brokerage and investment accounts.

Item 6: Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented by the following:

On November 24, 2019, The Charles Schwab Corporation (“Parent”), Americano Acquisition Corp., a wholly owned subsidiary of Parent (“Merger Sub”) and the Issuer entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), which provides, among other things, for the merger of the Issuer with and into Merger Sub (the “Merger”), with Merger Sub to survive the Merger as a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement.

As a condition and inducement to Parent’s willingness to enter into the Merger Agreement, Parent and TD have entered into a voting and support agreement (the “Voting Agreement”), pursuant to which TD has undertaken to, among other things, vote all of its shares of Issuer Common Stock in favor of the Merger Agreement and the approval of the transactions contemplated thereby and against other acquisition proposals involving the Issuer. Pursuant to the terms of the Voting Agreement, TD also agreed to provide an irrevocable proxy to Parent to vote the Issuer Common Shares covered by the Voting Agreement in accordance with the terms of the Voting Agreement. The Voting Agreement will automatically terminate upon the occurrence of certain events, including a termination of the Merger Agreement.

The description of the Voting Agreement is qualified in its entirety by reference to such agreement, a copy of which is included as Exhibit 19 of this Statement and incorporated herein by reference.

Item 7: Material to be Filed as Exhibits

Item 7 of the Statement is hereby supplemented as follows:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 26, 2019

SCHEDULE I

INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS

OF THE TD ENTITIES

Schedule I to the Schedule 13D Filing is hereby amended and restated as follows: