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 *

ZEITCHICK MARK
2. Issuer Name and Ticker or Trading Symbol

LADENBURG THALMANN FINANCIAL SERVICES INC. [ LTS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

4400 BISCAYNE BOULEVARD, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2020
(Street)

MIAMI, FL 33137
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ 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
8.00% Series A Cumulative Redeemable Preferred Stock 2/12/2020  S  4000 (1)D$25.07 0 I Held by the Mark D. Zeitchick 2016 Revocable Trust (2)
Common Stock 2/14/2020  D  531250 (3)D$3.50 (4)0 D  
Common Stock 2/14/2020  D  3789541 D$3.50 (5)0 I Held by the Mark D. Zeitchick 2016 Revocable Trust (2)

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
Stock Option (Right to Buy) $1.28 2/14/2020  D     600000   (6)3/2/2021 Common Stock 600000 $2.22 (6)0 D  
Stock Option (Right to Buy) $2.80 2/14/2020  D     600000   (7)1/30/2022 Common Stock 600000 $0.70 (7)0 D  
Stock Option (Right to Buy) $1.40 2/14/2020  D     300000   (8)1/28/2023 Common Stock 300000 $2.10 (8)0 D  
Stock Option (Right to Buy) $3.25 2/14/2020  D     400000   (9)1/17/2024 Common Stock 400000 $0.25 (9)0 D  
Stock Option (Right to Buy) $4.25 2/14/2020  D     200000   (10)1/20/2025 Common Stock 200000 $0 (10)0 D  
Stock Option (Right to Buy) $2.65 2/14/2020  D     200000   (11)1/14/2026 Common Stock 200000 $0.85 (11)0 D  

Explanation of Responses:
(1) The 8.00% Series A Cumulative Redeemable Preferred Stock is convertible into common stock at a non-fixed conversion rate in connection with a change of control as described in the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2013.
(2) The reporting person is the trustee of the above-listed trust.
(3) Represents restricted shares of common stock issued pursuant to the issuer's Amended and Restated 2009 Incentive Compensation Plan.
(4) Disposed of in connection with the Agreement and Plan of Merger dated as of November 11, 2019, pursuant to which Ladenburg Thalmann Financial Services Inc. ("Ladenburg") would merge with a subsidiary of Advisor Group Holdings, Inc. (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Ladenburg common stock was converted into the right to receive cash in the amount of $3.50 per share (the "Per Share Merger Consideration") and each restricted share of common stock became vested at the effective time of the Merger and was converted into the right to receive an amount of cash equal to the product of (i) the number of restricted shares of common stock and (ii) the Per Share Merger Consideration. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Ladenburg common stock. Figure above does not include any deduction for taxes.
(5) Disposed of in connection with the Merger.
(6) This option, which provided for vesting in four equal annual installments, commencing on March 2, 2012, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
(7) This option, which provided for vesting in four equal annual installments, commencing on January 31, 2013, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
(8) This option, which provided for vesting in four equal annual installments, commencing on January 28, 2014, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
(9) This option, which provided for vesting in four equal annual installments, commencing on January 17, 2015, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.
(10) This option, which provided for vesting in four equal annual installments, commencing on January 20, 2016, was cancelled in the Merger because the exercise price was greater than the Per Share Merger Consideration.
(11) This option, which provided for vesting in four equal annual installments, commencing on January 14, 2017, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such option and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Figure above does not include any deduction for taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ZEITCHICK MARK
4400 BISCAYNE BOULEVARD
12TH FLOOR
MIAMI, FL 33137



Former Director and Officer

Signatures
/s/ Mark Zeitchick2/14/2020
**Signature of Reporting PersonDate

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