SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TORONTO DOMINION BANK

(Last)

(First)

(Middle)

TORONTO-DOMINION CENTRE

P.O. BOX 1

(Street)

TORONTO

M5KIA2

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value 0.01 per share	03/02/2009		J⁽⁵⁾		27,000,000	A	$19.0842	27,000,000	I	See Footnote⁽¹⁾
Common stock, par value 0.01 per share								44,419,287	I	See Footnote⁽²⁾
Common stock, par value 0.01 per share								193,300,000	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Subscription Contract (call-equivalent position)⁽⁴⁾	$19.08	03/02/2009		J⁽⁵⁾			0⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	27,000,000	$0	0	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. These shares of common stock, par value $0.01 per share, of TD Ameritrade Holding Corporation (the "TD Ameritrade Common Stock") are held by TD Discount Brokerage Hedging LLC ("TD Hedging"), which is controlled by the reporting person ("TD").

2. These shares of TD Ameritrade Common Stock are held by TD Discount Brokerage Acquisition LLC, which is a wholly-owned subsidiary of TD.

3. These shares of TD Ameritrade Common Stock are held by TD Discount Brokerage Holdings LLC, which is a wholly-owned subsidiary of TD.

4. On September 14, 2006, TD Hedging entered into an agreement with an entity sponsored by Royal Bank of Canada ("RBC") for the purpose of hedging the price of 27,000,000 shares of TD Ameritrade Common Stock .

5. On February 5, 2009, the hedging arrangement between TD Hedging and the RBC-sponsored entity was amended to provide for the physical settlement instead of cash settlement of such hedging transaction. On March 2, 2009, in settlement of this hedging arrangement, the RBC-sponsored entity delivered 27,000,000 shares of TD Ameritrade Common Stock to TD Hedging and TD Hedging will thereafter pay the RBC-sponsored entity of an amount in cash equal to $19.08417 per share of TD Ameritrade Common Stock.

	/s/ Christopher A. Montague	03/04/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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