SEC – ‘UPLOAD’ from 10/6/23 re: LPL Holdings, Inc., et al. – ‘TEXT-EXTRACT’

On:  Friday, 10/6/23, at 6:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-23-11062

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     39K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     9K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

October 6, 2023     

Dan H. Arnold                                                     
Chief Executive Officer and President                             
LPL Financial Holdings Inc.                                       
4707 Executive Drive                                              
San Diego, CA 92121                                               

                                                 Re: LPL Financial
Holdings Inc.                                                                   
                                                    Registration
Statement on Form S-3                                                           
                                                           Filed September 22,
2023                                                                            
                                                           File No. 333-274631

Dear Dan H. Arnold:                                               

             We have conducted a limited review of your registration statement
and have the                                                                    
following comment(s).                                             

       Please respond to this letter by amending your registration
statement and providing the                                                     
    requested information. If you do not believe a comment applies to your
facts and circumstances                                                         
  or do not believe an amendment is appropriate, please tell us why in
your response.                                                                  

            After reviewing any amendment to your registration statement and
the information you                                                             
  provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3 filed September 22, 2023       

General                                                           

1.                                                   We note that LPL     
Holdings Inc., which appears to be a majority-owned subsidiary of LPL           
                                                  Financial Holdings
Inc., intends to issue convertible debt securities. Please provide us           
                                                     with your analysis as
to why the use of Form S-3 is appropriate to register LPL                       
                                              Holding's debt
securities. In this regard, please see General Instruction I.C.2 to to C.5 of   
                                                       Form S-3, which provide
that a majority-owned subsidiary of an S-3 eligible company                     
                                                    may offer securities
registered on Form S-3 if they are non-convertible securities, other            
                                                   than common equity.
Please also see Securities Act Forms C&DI paragraph 217.02                      
                                                      located on our website
at http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm. In              
                                                   this regard, please
also clarify what the LPL Holdings Inc. convertible debt is convertible         
                                     into.
2.                                                   We note that LPL     
Capital Partners, Inc. and LPL Insurance Associates, Inc. are named             
                                                  as co-registrants.
Please provide us an analysis supporting your conclusion that LPL               
Dan H. Arnold                                                                 
LPL Financial Holdings Inc.                                                     
October 6, 2023                                                                 
Page 2                                                                          
    Capital Partners, Inc. and LPL Insurance Associates, Inc. are eligible
to use Form S-3 to                                                              
  register the guarantees of the debt securities of LPL Holdings, Inc.
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 
202-551-3210 with                                                               
any other questions.                                                            

                                                  Sincerely,
FirstName LastNameDan H. Arnold                                                 
                                                   Division of
Corporation Finance                                                             
Comapany NameLPL Financial Holdings Inc.                                        
                                                         Office of Finance
October 6, 2023 Page 2                                                          
cc:       Thomas Fraser                                                         
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		10/6/23		UPLOAD
		9/22/23		S-3,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/22/23  LPL Financial Holdings Inc.       S-3                   17:823K                                   Donnelley … Solutions/FA