FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TD Luxembourg International Holdings S.a r.l.
2. Issuer Name and Ticker or Trading Symbol

TD AMERITRADE HOLDING CORP [ AMTD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

8-10, AVENUE DE LA GARE, 
3. Date of Earliest Transaction (MM/DD/YYYY)

10/6/2020
(Street)

LUXEMBOURG, N4 L-1610
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 10/6/2020  J(1)  233993484 D (2)0 D (3) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On October 6, 2020, The Charles Schwab Corporation, a Delaware corporation ("Buyer") acquired the Issuer pursuant to a 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 Buyer, the Issuer, and Americano Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of the Buyer ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of the Buyer (the "Merger").
(2) 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 Buyer common stock or Buyer nonvoting common stock in accordance with the Merger Agreement.
(3) The shares of Issuer common stock were owned directly by TD LIH, which is a wholly-owned subsidiary of TD Group US Holdings LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of The Toronto-Dominion Bank, a Canadian chartered bank.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
TD Luxembourg International Holdings S.a r.l.
8-10, AVENUE DE LA GARE
LUXEMBOURG, N4 L-1610

X

TORONTO DOMINION BANK
TORONTO-DOMINION CENTRE
P.O. BOX 1
TORONTO, A6 M5KIA2

X

TD GROUP US HOLDINGS LLC
251 LITTLE FALLS DRIVE
WILMINGTON, DE 19808

X


Signatures
TD LUXEMBOURG INTERNATIONAL HOLDINGS S.a r.l., By: /s/ Scott Ferguson, Name: Scott Ferguson, Title: Authorized Signatory10/7/2020
**Signature of Reporting PersonDate

TD GROUP US HOLDINGS LLC, By: /s/ Kelvin Tran, Name: Kelvin Tran, Title: Executive Vice President and Chief Financial Officer10/7/2020
**Signature of Reporting PersonDate

THE TORONTO-DOMINION BANK, By: /s/ Barbara Hooper, Name: Barbara Hooper, Title: Executive Vice President10/7/2020
**Signature of Reporting PersonDate

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