Sec Form 13D Filing - TORONTO DOMINION BANK filing for TD AMERITRADE HOLDING CORP (AMTD) - 2020-10-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)*

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)

Norrie C. Cambell, 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)

October 6, 2020

(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. 23 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, Amendment No. 21 thereto filed on September 25, 2017 and Amendment No. 22 thereto filed on November 27, 2019 (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. This Amendment No. 23 is being filed to reflect the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 24, 2019 (as may be amended from time to time, the “Merger Agreement”), by and among The Charles Schwab Corporation, a Delaware corporation (“Schwab”), the Issuer, and Americano Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of Schwab (“Merger Sub”). Unless otherwise indicated herein, capitalized terms used and not defined in this Amendment No. 23 shall have the respective meanings herein as are ascribed to such terms in the Statement.

Item 4: Purpose of Transaction

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

On October 6, 2020 (the “Effective Date”), Schwab and the Issuer consummated the transactions contemplated by the Merger Agreement, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Schwab (the “Merger”), and, accordingly, the Reporting Persons no longer have beneficial ownership of any Issuer Common Stock.

As a result of the Merger, each share of Issuer Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than certain shares of Issuer Common Stock as set forth in the Merger Agreement) was converted into the right to receive Schwab common stock or Schwab nonvoting common stock in accordance with the Merger Agreement.

Item 5: Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and supplemented by the following:

(a) and (b). As of the date hereof, the Reporting Persons do not beneficially own any Issuer Common Stock.

As of the date hereof, none of the individuals listed on Schedule I beneficially owns any shares of Issuer Common Stock. Immediately prior to the Merger, Mr. Levitt beneficially owned 20,160 shares of Issuer Common Stock, Ms. Maidment beneficially owned 76,737 shares of Issuer Common Stock, and Ms. Miller beneficially owned 15,195 shares of Issuer Common Stock.

(c) Except as otherwise described in this Statement and the transactions described below, none of the Reporting Persons nor, to the best of the Reporting Persons’ 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 trade was 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.

(d) Not applicable.

(e) On the Effective Date, following the transactions set forth herein, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding shares of the Issuer Common Stock.

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

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

The information set forth or incorporated by reference in Item 4 is incorporated by reference in its entirety into this Item 6.

Upon the consummation of the Merger, each of the following were terminated: (i) the Stockholders Agreement, dated as of June 22, 2005 as amended from time to time, by and among the Issuer, TD, TD LIH and the other parties thereto, and (ii) the Registration Rights Agreement, dated as of September 18, 2017, by and among the Issuer, TD, TD LIH and the other parties thereto.

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: October 7, 2020

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: