This Amendment No. 10 hereby amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on January 25, 2006 (the “Original Statement”), as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 10, 2006, Amendment No. 2 to Schedule 13D filed with the SEC on August 16, 2006, Amendment No. 3 to Schedule 13D filed with the SEC on February 25, 2009, Amendment No. 4 to Schedule 13D filed with the SEC on August 11, 2009, Amendment No. 5 to Schedule 13D filed with the SEC on October 23, 2009, Amendment No. 6 to Schedule 13D filed with the SEC on August 17, 2010, Amendment No. 7 to Schedule 13D filed with the SEC on July 12, 2013, Amendment No. 8 to Schedule 13D filed with the SEC on October 10, 2013 and Amendment No. 9 to Schedule 13D filed with the SEC on March 10, 2014 (as it may be amended from time to time hereafter, the “Statement”), in each case filed by the Reporting Persons with respect to the Common Stock, $0.01 par value (the “Common Stock”), of TD AMERITRADE Holding Corporation, a Delaware corporation (“TD AMERITRADE” or the “Issuer”). Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 10 shall have the respective meanings herein as are given to such terms in the Statement.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and supplemented as follows:
(c) Except as described below and in Item 6, none of the Reporting Persons has engaged in any transaction during the past 60 days in any shares of Common Stock.
On March 6, 2014, J. Joe Ricketts sold to UBS AG, London Branch a covered call option with respect to 3,000,000 shares of Common Stock and, in connection therewith, Mr. Ricketts, UBS AG, London Branch and UBS AG, Stamford Branch, entered into a Pledge and Security Agreement pursuant to which Mr. Ricketts agreed to deliver to UBS 3,000,000 shares of Common Stock as collateral to secure his obligations under the call option. The foregoing descriptions of the call option and the Pledge and Security Agreement are qualified in their entirety by reference to Item 6 of Amendment No. 9 to Schedule 13D and the exhibits to the Statement incorporated therein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Statement is hereby amended and supplemented as follows:
On March 13, 2014, Mr. Ricketts sold to Citibank, N.A. (“Citibank”) a covered call option with respect to 3,000,000 shares of Common Stock (the “Call Option”). The Call Option is a European-style option under which Citibank will purchase an aggregate of 3,000,000 shares of Common Stock from Mr. Ricketts on September 22, 2014 at a price of $35.7003 per share if the Call Option is in the money on that date. The Call Option is governed by the Master Terms and Conditions for Call Option Transactions, dated as of March 6, 2014 (the “Master Terms and Conditions”), between Mr. Ricketts and Citibank. Pursuant to the Master Terms and Conditions, in connection with the Call Option, Mr. Ricketts delivered to Citibank 3,000,000 shares of Common Stock as collateral to secure his obligations under the Call Option. During the pendency of the Call Option, Mr. Ricketts retains the right to receive ordinary cash dividends on, and vote, the shares pledged as collateral. The foregoing descriptions of the Call Option and the Master Terms and Conditions are qualified in their entirety by reference to the Call Option documentation, forms of which are filed as Exhibits 99.14 and 99.15 hereto, and the Master Terms and Conditions, a form of which is filed as Exhibit 99.16 hereto, all of which are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Statement is hereby amended and supplemented to include the following Exhibits:
Exhibit 99.14. Form of Call Option Confirmation.
Exhibit 99.15 Form of Pricing Supplement.
Exhibit 99.16 Form of Master Terms and Conditions.