FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Kalbaugh John Andrew   2. Issuer Name and Ticker or Trading Symbol LPL Financial Holdings Inc. [LPLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) MD, Divisional President NSC (Last) (First) (Middle) C/O LPL FINANCIAL HOLDINGS INC., 75 STATE STREET, 22ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2017 (Street) BOSTON, MA 02109 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 02/22/2017   F   345 D $ 40.16 25,893 (1) D   Common Stock 02/23/2017   M   30,000 A $ 25.5 55,893 D   Common Stock 02/23/2017   S   30,000 D $ 39.73 25,893 D

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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 Underlying Securities (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

Option to purchase Common Stock

$ 25.5

02/23/2017

M

30,000

(2)

08/20/2017

Common Stock

30,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kalbaugh John Andrew C/O LPL FINANCIAL HOLDINGS INC. 75 STATE STREET, 22ND FLOOR BOSTON, MA 02109			MD, Divisional President NSC

Signatures

/s/ Gregory M. Woods, attorney-in-fact		02/23/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Consists of (i) 5,684 shares of Common Stock; (ii) 675 restricted stock units that vest in full on February 24, 2017; (iii) 1,712 restricted stock units that vest ratably on March 6, 2017 and March 6, 2018; (iv) 1,541 restricted stock units that vest in full on March 6, 2018; (v) 8,290 restricted stock units that vest ratably on each of February 25, 2017, February 25, 2018 and February 25, 2019; (vi) 3,111 restricted stock units that vest in full on February 25, 2019; and (vii) 4,880 restricted stock units that vest ratably on each of June 13, 2017, June 13, 2018 and June 13, 2019.
(2)	This option became exercisable in five installments, beginning on August 20, 2008, which was the first anniversary of the date on which it was granted. The option became fully vested on August 20, 2012.
Remarks: The signatory is signing on behalf of John Andrew Kalbaugh pursuant to a Power of Attorney dated August 3, 2015.

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