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 * Peterson Jon C. 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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Interim CFO
(Last)         (First)         (Middle)
200 S. 108TH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)
10/5/2020
(Street)
OMAHA, NE 68154
(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
Common Stock  10/5/2020    A    72  A $0  25500  D   
Common Stock  10/6/2020    D    25500 (1)(2)(3) D  (1)(2)(3) 0  D   

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 24, 2019 (as amended, the "Merger Agreement"), by and among The Charles Schwab Corporation ("Schwab"), Americano Acquisition Corp., a wholly owned subsidiary of Schwab ("Merger Sub"), and TD Ameritrade Holding Corporation ("TD Ameritrade"), pursuant to which Merger Sub merged with and into TD Ameritrade, with TD Ameritrade continuing as the surviving corporation and as a wholly owned subsidiary of Schwab (the "Merger"), on October 6, 2020 (the "Closing Date"). Pursuant to the Merger Agreement, each share of TD Ameritrade common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Schwab, TD Ameritrade or The Toronto-Dominion Bank and its affiliates) was converted into the right to receive 1.0837 shares (the "Exchange Ratio") of Schwab common stock (the "Merger Consideration"). (Continued in footnote 2.)
(2)  The closing price per share of Schwab common stock on the NYSE on the Closing Date was $36.75. In addition, pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding TD Ameritrade time-vesting restricted stock unit award (RSU) (other than those outstanding under the TD Ameritrade Holding Corporation 2006 Directors Incentive Plan, as amended), whether vested or unvested, was converted into a Schwab RSU, with the number of underlying shares of Schwab common stock adjusted based on the Exchange Ratio, and (ii) each outstanding TD Ameritrade performance-vesting restricted stock unit (PSU) was converted into a Schwab RSU, with the number of underlying shares of Schwab common stock determined based on the greater of (x) the actual level of achievement of the applicable performance goals and (y) the target level and adjusted based on the Exchange Ratio. (Continued in footnote 3.)
(3)  The converted TD Ameritrade RSUs, PSUs and TD Ameritrade Director RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Peterson Jon C.
200 S. 108TH AVENUE
OMAHA, NE 68154


Interim CFO

Signatures
/s/ Brenna M. O'Connor, as attorney-in-fact for Jon C. Peterson 10/7/2020
**Signature of Reporting Person Date
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