UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
TD Ameritrade Holding Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
87236Y 10 8
(CUSIP Number)
Norie C. Campbell, Esq.
The Toronto-Dominion Bank
Toronto-Dominion Centre
P.O. Box 1
Toronto, Ontario M5K IA2
(416) 308-6963
Copy to:
Lee Meyerson, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 25, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Explanatory Note: This statement is being filed by The Toronto-Dominion Bank, TD Group US Holdings LLC and TD Luxembourg International Holdings S.à r.l. to update the information in Schedule I to Amendment No. 20 to the Statement filed on September 20, 2017.
Item 1: Security and Issuer
This Amendment No. 21 hereby amends and supplements the statement of beneficial ownership on Schedule 13D relating to the common stock, $0.01 par value per share (the “Issuer Common Stock”) of TD Ameritrade Holding Corporation, a Delaware corporation (the “Issuer”), initially filed on January 25, 2006, as amended by Amendment No. 1 thereto filed on February 24, 2006, Amendment No. 2 thereto filed on April 14, 2006, Amendment No. 3 thereto filed on May 5, 2006, Amendment No. 4 thereto filed on May 11, 2006, Amendment No. 5 thereto filed on May 19, 2006, Amendment No. 6 thereto filed on May 26, 2006, Amendment No. 7 thereto filed on September 14, 2006, Amendment No. 8 thereto filed on February 5, 2009, Amendment No. 9 thereto filed on August 13, 2010, Amendment No. 10 thereto filed on January 20, 2011, Amendment No. 11 thereto filed on February 10, 2011, Amendment No. 12 thereto filed on February 24, 2011, Amendment No. 13 thereto filed on November 8, 2011, Amendment No. 14 thereto filed on March 16, 2012, Amendment No. 15 thereto filed on May 15, 2013, Amendment No. 16 thereto filed on December 6, 2013, Amendment No. 17 thereto filed on December 9, 2013, Amendment No. 18 thereto filed on February 14, 2014, Amendment No. 19 thereto filed on February 4, 2016 and Amendment No. 20 thereto filed on September 20, 2017 (as amended, and as it may be further amended from time to time, this “Statement”), by the Reporting Persons (as defined in Item 2 hereof) with respect to the items set forth below. Unless otherwise indicated herein, capitalized terms used and not defined in this Amendment No. 21 shall have the respective meanings herein as are ascribed to such terms in the Statement.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 25, 2017
| THE TORONTO-DOMINION BANK | ||
| By: | /s/ Barbara Hooper | |
| Name: | Barbara Hooper | |
| Title: | EVP, Treasury and Balance Sheet Management | |
| TD GROUP US HOLDINGS LLC | ||
| By: | /s/ Stephan Schenk | |
| Name: | Stephan Schenk | |
| Title: | President & CEO | |
| TD LUXEMBOURG INTERNATIONAL HOLDINGS S.À R.L. | ||
| By: | /s/ Yves Sawaya | |
| Name: | Yves Sawaya | |
| Title: | Board Manager | |
SCHEDULE I
INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS
OF THE TD ENTITIES
Schedule I to the Schedule 13D Filing is hereby amended and restated as follows:
| Name |
Present Principal Occupation or Employment and Address | |
| THE TORONTO-DOMINION BANK | ||
| DIRECTORS | ||
| William E. Bennett (US Citizen) |
Corporate Director and former President, Director and Chief Executive Officer, Draper & Kramer, Inc. 55 West Monroe Street Suite 2530 Chicago, Illinois 60603-5008 | |
| Amy W. Brinkley (US Citizen) |
Consultant, AWB Consulting, LLC 2225 Sharon Lane Charlotte, North Carolina 28211 | |
| Brian C. Ferguson (Canadian Citizen) |
President & Chief Executive Officer Cenovus Energy Inc. 500 Centre Street SE P.O. Box 766 Calgary, Alberta T2P 0M5 | |
| Colleen A. Goggins (US Citizen) |
Corporate Director and retired Worldwide Chairman, Consumer Group, Johnson & Johnson 7 Constitution Hill East Princeton, New Jersey 08540 | |
| Mary Jo Haddad (Canadian Citizen) |
Corporate Director and retired President and Chief Executive Officer, The Hospital for Sick Children 1320 King Henry Court Oakville, Ontario L6M 2Y6 | |
| Jean-René Halde (Canadian Citizen) |
Corporate Director and retired President and Chief Executive Officer, Business Development Bank 2813 rue des Outardes Saint-Laurent, Quebec H4R 0H5 | |
| David E. Kepler (US Citizen) |
Corporate Director and retired Executive Vice President, The Dow Chemical Company 912 Turtle Cove Sanford, Michigan 48657 | |
| Brian M. Levitt (Canadian Citizen) |
Chairman of the Board The Toronto-Dominion Bank P.O. Box 1 TD Bank Tower, 4th Floor, 66 Wellington Street West Toronto, Ontario M5K 1A2 | |
| Alan N. MacGibbon (Canadian Citizen) |
Corporate Director and non-executive Vice Chair, Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario M5X 1B8 | |
| Karen E. Maidment (Canadian Citizen) |
Corporate Director and former Chief Financial and Administrative Officer BMO Financial Group 92 Salisbury Avenue Cambridge, Ontario N1S 1J5 | |
| Bharat B. Masrani (Canadian and Great Britain Citizen) |
Group President and Chief Executive Officer, The Toronto-Dominion Bank P. O. Box 1, TD Bank Tower 4th Floor, 66 Wellington Street West Toronto, Ontario M5K 1A2 | |
| Irene R. Miller (US and Canadian Citizen) |
Chief Executive Officer Akim, Inc. 186 Riverside Drive, #10E New York, NY 10024 | |
| Nadir H. Mohamed (Canadian Citizen) |
Corporate Director and former President and Chief Executive Officer, Rogers Communications Inc. Goodmans LLP 333 Bay Street, Suite 3400 Toronto, Ontario M5H 2S7 | |
| Claude Mongeau (Canadian Citizen) |
Corporate Director and former President and Chief Executive Officer, Canadian National Railway Company 195 Maplewood Ave. Outremont, Quebec H2V 2M6 | |
EXECUTIVE OFFICERS
| Riaz Ahmed (Canadian Citizen) |
Group Head and Chief Financial Officer, TD Bank Group | |
| Gregory Bryan Braca (US Citizen) |
Executive Vice President, TD Bank Group and President and Chief Executive Officer, TD Bank, America’s Most Convenient Bank® | |
| Norie Clare Campbell (Canadian Citizen) |
Group Head and Chief General Counsel, TD Bank Group | |
| Mark Russell Chauvin (Canadian Citizen) |
Group Head and Chief Risk Officer, TD Bank Group | |
| Susan Anne Cummings (Canadian and British Citizen) |
Executive Vice President, Human Resources, TD Bank Group | |
| Theresa Lynn Currie (Canadian and U.S. Citizen) |
Group Head, Canadian Personal Banking, TD Bank Group | |
| Robert Edward Dorrance (Canadian Citizen) |
Group Head, Wholesale Banking, TD Bank Group and Chairman, Chief Executive Officer & President, TD Securities | |
| Paul Campbell Douglas (Canadian Citizen) |
Executive Vice President, Canadian Business Banking, TD Bank Group | |
| Colleen Mary Johnston (Canadian Citizen) |
Group Head, Direct Channels, Technology, Marketing, and Corporate Communications, TD Bank Group | |
| Kenneth William Lalonde (Canadian Citizen) |
Executive Vice President, TD Bank Group, and President and Chief Executive Officer, TD Insurance | |
| Bharat Bhagwanji Masrani (Canadian and British Citizen) |
Group President and Chief Executive Officer, TD Bank Group | |
| Francis Joseph McKenna (Canadian Citizen) |
Deputy Chair, TD Bank Group | |
| Leovigildo Salom (U.S. Citizen) |
Executive Vice President, Wealth Management, TD Bank Group | |
TD LUXEMBOURG INTERNATIONAL HOLDINGS S.À R.L.
DIRECTORS
| Peter Walker (Canadian and British Citizen) |
Board Manager TD Luxembourg International Holdings S.à r.l. 8-10 avenue de la Gare L-1610 Luxembourg | |
| Yves Sawaya (Canadian and French Citizen) |
Board Manager TD Luxembourg International Holdings S.à r.l. 8-10 avenue de la Gare L-1610 Luxembourg | |