FORM 144
     

 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

 

 

 

 

SEC USE ONLY

DOCUMENT SEQUENCE NO.

 

CUSIP NUMBER

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

 

1(a) NAME OF ISSUER (Please type or print)

(b) IRS IDENT. NO.

(c) S.E.C. FILE NO.

WORK LOCATION


TD AMERITRADE Holding Corporation


82-0543156


0-49992

 

1(d)

ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

4211 South 102nd Street

 

Omaha

NE

68127

AREA CODE

NUMBER

 

 

 

 

 

402

331-7856

2(a)

NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

 

 

(b)

RELATIONSHIP TO ISSUER

(c)

ADDRESS STREET

CITY

STATE

ZIP CODE


Joseph H. Moglia




Director


4211 South 102nd Street Omaha, NE 68127


 


 


 

INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3(a)

Title of the Class of Securities To Be Sold

(b)

Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities

SEC USE ONLY

(c)

Number of Shares
or Other Units
To Be Sold
(See Instr. 3(c))

(d)

Aggregate
Market
Value
(See Instr. 3(d))

(e)

Number of Shares
or Other Units
Outstanding
(See Instr. 3(e))

(f)

Approximate Date of Sale
(See Instr. 3(f))
(MO. DAY YR.)

(g)

Name of Each Securities Exchange
(See Instr. 3(g))

Broker-Dealer
File Number

Common Stock


Merrill Lynch, Pierce, Fenner & Smith Incorporated
250 Vesey Street, 6th Floor
New York, NY 10080

 


1,204,000(1)


$20,022,520


591,748,475


June 24, 2009


Nasdaq, NSX, ARCA

INSTRUCTIONS:

1.

(a)

Name of issuer

3.

(a)

Title of the class of securities to be sold

 

(b)

Issuer’s I.R.S. Identification Number

 

(b)

Name and address of each broker through whom the securities are intended to be sold

 

(c)

Issuer’s S.E.C. file number, if any

 

(c)

Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

 

(d)

Issuer’s address, including zip code

 

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

 

(e)

Issuer’s telephone number, including area code

 

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the Issuer

 

 

 

 

(f)

Approximate date on which the securities are to be sold

2.

(a)

Name of person for whose account the securities are to be sold

 

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

 

(b)

Such person’s relationship to the Issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

 

 

 

 

(c)

Such person’s address, including zip code

 

 

 

 

     
TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
                                         
 
  Title of     Date you           Name of Person from Whom Acquired     Amount of     Date of        
  the Class     Acquired     Name of Acquisition Transaction     (If gift, also give date donor acquired)     Securities Acquired     Payment     Nature of Payment  
 
Common Stock
    
(2)  		   
Exercise of stock options pursuant to Datek Online Holdings Corp. 2001 Stock Incentive Plan


    
TD AMERITRADE Holding Corporation 		   
1,204,000  		   
(2)  		   
(2) 		  
         
INSTRUCTIONS:
  
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
    
 
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
                             
 
                    Amount of        
  Name and Address of Seller     Title of Securities Sold     Date of Sale     Securities Sold     Gross Proceeds  
 
Joseph H. Moglia
4211 South 102nd Street
Omaha, NE 68127

    
Common Stock 		   
(1)  		   
323,000  		   
5,378,585 		  
REMARKS:
(1) Sales to be effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 22, 2008. As indicated below, the representation below regarding the seller’s knowledge of material information speaks as of the date of the adoption of the trading plan.
(2) Cashless exercise, with aggregate exercise price of the options netted from the proceeds received from the sale of the common stock at the time of the sale.
     
INSTRUCTIONS:   ATTENTION:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
  
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing this form and indicating the date that the plan was adopted or the instructions given, that person makes such representation as of the plan adoption or instruction date.
     
June 23, 2009
 
/s/ Joseph H. Moglia
DATE OF NOTICE   (SIGNATURE)
 
    
  August 22, 2008
   

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
IF RELYING ON RULE 10B5-1
   The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)