Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		87236Y 10 8

* As described in the Statement (as defined below), based on the provisions relating to voting agreements and (except with respect to the Ricketts Grandchildren Trust) the grant of proxies contained in the Stockholders Agreement, the TD Entities may be deemed to share voting power over the shares beneficially owned by the Ricketts Parties. Based on information set forth in the Proxy Statement for Annual Meeting of Stockholders on Schedule 14A of the Issuer filed on January 7, 2011, the Form 4 filed by J. Joe Ricketts on January 7, 2011, the Form 4 filed by J. Joe Ricketts on January 18, 2011, the Form 4 filed by J. Joe Ricketts on January 24, 2011, the Form 4 filed by J. Joe Ricketts on February 17, 2011 and the Form 4 filed by Marlene M. Ricketts on January 24, 2011, the Ricketts Parties for whom ownership information is publicly available beneficially owned, in the aggregate, 83,335,203 shares of Issuer Common Stock (as defined herein), representing approximately 14.52% of the outstanding shares of Issuer Common Stock (based on the number of shares of Issuer Common Stock outstanding as of January 27, 2011 as reported by the Issuer). The TD Entities disclaim beneficial ownership of all shares held by the Ricketts Parties. The number of shares reported as held by the TD Entities does not include shares held by the Ricketts Parties. However, as described in Item 6 of the Statement, the TD Entities and the Ricketts Parties acknowledge that they constitute a “group,” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), with respect to TD Ameritrade.

(1) Based on 573,769,164 shares of Issuer Common Stock outstanding as of January 27, 2011 as reported by the Issuer in its quarterly report on Form 10-Q filed on February 4, 2011.

CUSIP No.		87236Y 10 8

* As described in the Statement (as defined below), based on the provisions relating to voting agreements and (except with respect to the Ricketts Grandchildren Trust) the grant of proxies contained in the Stockholders Agreement, the TD Entities may be deemed to share voting power over the shares beneficially owned by the Ricketts Parties. Based on information set forth in the Proxy Statement for Annual Meeting of Stockholders on Schedule 14A of the Issuer filed on January 7, 2011, the Form 4 filed by J. Joe Ricketts on January 7, 2011, the Form 4 filed by J. Joe Ricketts on January 18, 2011, the Form 4 filed by J. Joe Ricketts on January 24, 2011, the Form 4 filed by J. Joe Ricketts on February 17, 2011 and the Form 4 filed by Marlene M. Ricketts on January 24, 2011, the Ricketts Parties for whom ownership information is publicly available beneficially owned, in the aggregate, 83,335,203 shares of Issuer Common Stock (as defined herein), representing approximately 14.52% of the outstanding shares of Issuer Common Stock (based on the number of shares of Issuer Common Stock outstanding as of January 27, 2011 as reported by the Issuer). The TD Entities disclaim beneficial ownership of all shares held by the Ricketts Parties. The number of shares reported as held by the TD Entities does not include shares held by the Ricketts Parties. However, as described in Item 6 of the Statement, the TD Entities and the Ricketts Parties acknowledge that they constitute a “group,” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), with respect to TD Ameritrade.

(1) Based on 573,769,164 shares of Issuer Common Stock outstanding as of January 27, 2011 as reported by the Issuer in its quarterly report on Form 10-Q filed on February 4, 2011.

Item 1:		Security and Issuer

This Amendment No. 12 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 and Amendment No. 11 thereto filed on February 10, 2011 (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. 12 shall have the respective meanings herein as are ascribed to such terms in the Statement.

Item 2:		Identity and Background

Item 2 of the Statement is hereby amended and restated in its entirety (other than with respect to Schedule I to the Statement, which is amended and supplemented as provided for in this Amendment No. 12) as follows:

This Statement is being filed by The Toronto-Dominion Bank, a Canadian chartered bank (“TD”) and TD Luxembourg International Holdings S.a.r.l., a private limited liability company existing under the laws of Luxembourg and a wholly-owned subsidiary of TD (“TD LIH” and together with TD, the “TD Entities” or the “Reporting Persons”). TD and its subsidiaries are principally engaged in the business of personal, commercial and wholesale banking and wealth management. The principal executive office of TD is located at Toronto-Dominion Centre, P.O. Box 1, Toronto, Ontario, Canada M5K IA2 and the principal executive office of TD LIH is located at 46A, Avenue John F. Kennedy, L-2951 Luxembourg, Grand-Duchy of Luxembourg.

The name, business address, citizenship and present principal occupation or employment of each director and executive officer of each of the TD Entities and the name and principal business and address of any corporation or other organization in which such employment is conducted are set forth in Schedule I hereto and are incorporated by reference herein.

During the last five years, none of the TD Entities or, to the knowledge of the TD Entities, any of their respective executive officers or directors named in Schedule I hereto has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5:

Item 5(a), (b) and (c) of the Statement is hereby amended and supplemented by the following:

(a) and (b). As of February 23, 2011, TD LIH is the record and beneficial owner of 247,622,501 shares of Issuer Common Stock, representing approximately 43.16% of the outstanding shares of Issuer Common Stock (based on the number of shares of Issuer Common Stock outstanding as of January 27, 2011 as reported by the Issuer). TD controls TD LIH and accordingly beneficially owns the shares of Issuer Common Stock held by such entity.

Except for Mr. Clark, Mr. Bragg and Mr. Prezzano, as of February 22, 2011, none of the individuals listed on Schedule I beneficially owned any shares of Issuer Common Stock. As of February 22, 2011, Mr. Clark beneficially owned 6,000 shares of Issuer Common Stock; Mr. Bragg beneficially owned 113,000 shares of Issuer Common Stock; and Mr. Prezzano beneficially owned 72,396 shares of Issuer Common Stock.

Based on the provisions relating to voting agreements and (except with respect to the Ricketts Grandchildren Trust) the grant of proxies contained in the Stockholders Agreement, the TD Entities may be deemed to share voting power over the shares beneficially owned by the Ricketts Parties. Based on information set forth in the Proxy Statement for Annual Meeting of Stockholders on Schedule 14A of the Issuer filed on January 7, 2011, the Form 4 filed by J. Joe Ricketts on January 7, 2011, the Form 4 filed by J. Joe Ricketts on January 18, 2011, the Form 4 filed by J. Joe Ricketts on January 24, 2011, the Form 4 filed by J. Joe Ricketts on February 17, 2011 and the Form 4 filed by Marlene M. Ricketts on January 24, 2011, the Ricketts Parties for whom ownership information is publicly available beneficially owned, in the aggregate, 83,335,203 shares of Issuer Common Stock, representing approximately 14.52% of the outstanding shares of Issuer Common Stock (based on the number of shares of Issuer Common Stock outstanding as of January 27, 2011 as reported by the Issuer). The TD Entities disclaim beneficial ownership of all shares held by the Ricketts Parties. The number of shares reported as held by the TD Entities does not include shares held by the Ricketts Parties. However, as described in Item 6 of the Statement, the TD Entities and the Ricketts Parties acknowledge that they constitute a “group,” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act “), with respect to the Issuer.

All information contained in the Statement relating to the Ricketts Parties is based on information provided in, and solely with respect to the Ricketts Parties for whom ownership information is reported in, the Proxy Statement for Annual Meeting of Stockholders on Schedule 14A of the Issuer filed on January 7, 2011, the Form 4 filed by J. Joe Ricketts on January 7, 2011, the Form 4 filed by J. Joe Ricketts on January 18, 2011, the Form 4 filed by J. Joe Ricketts on January 24, 2011, the Form 4 filed by J. Joe Ricketts on February 17, 2011 and the Form 4 filed by Marlene M. Ricketts on January 24, 2011. While the TD Entities have no reason to believe that such information is inaccurate or incomplete, the TD Entities do not assume any responsibility for the accuracy or completeness of such information.

(c) Except for the sales by TD LIH and the acquisition by Mr. Prezzano as described below, none of the TD Entities nor, to the best of the TD Entities’ knowledge, any of the individuals named in Schedule I hereto, has engaged in any transaction in shares of Issuer Common Stock since the TD Entities’ most recent filing on Schedule 13D on February 10, 2011.

Since the date of such filing and through February 23, 2011, TD LIH sold, pursuant to a sales plan entered into on January 20, 2011, as previously described in Item 4 of this Statement, the following shares of Issuer Common Stock:

Date of Sale		Number of Shares Sold				Weighted Average Price Per Share
02/10/2011			347,761			$	20.7654
02/11/2011			377,269			$	20.9580
02/14/2011			259,392			$	21.0206
02/15/2011			831,490			$	21.3292
02/16/2011			397,122			$	21.2530
02/17/2011			430,126			$	21.2685
02/18/2011			7,175,350			$	21.0137
02/22/2011			366,098			$	21.2020
02/23/2011			530,688			$	20.9646

On February 17, 2011, Mr. Prezzano acquired 121 shares of Issuer Common Stock from the Issuer as a result of a dividend equivalent adjustment in respect of his restricted stock units.

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: February 24, 2011

THE TORONTO-DOMINION BANK
By:		/s/ Christopher A. Montague
Name:		Christopher A. Montague
Title:		Executive Vice President and General Counsel
TD LUXEMBOURG INTERNATIONAL HOLDINGS S.A.R.L.
By:		/s/ Nicholas Horlait
Name:		Nicholas Horlait
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		Corporate Director and former President and Chief
(US Citizen)		Executive officer, Draper & Kramer, Inc.
		55 West Monroe Street
		Suite 2530
		Chicago, Illinois 60603-5008
Hugh J. Bolton		Chair of the Board
(Canadian Citizen)		EPCOR Utilities Inc.
		EPCOR Centre
		1800-10065 Jasper Avenue. NW
		Edmonton, Alberta
		T5J 3B1
John L. Bragg		Chairman, President & Co-Chief Executive Officer
(Canadian Citizen)		Oxford Frozen Foods Limited
		4881 Main St.
		P.O. Box 220
		Oxford, N.S.
		B0M 1P0
Amy W. Brinkley		Consultant, AWB Consulting, LLC
(US Citizen)		2225 Sharon Lane
		Charlotte, North Carolina 28211
W. Edmund Clark		Group President and Chief Executive Officer
(Canadian Citizen)		The Toronto-Dominion Bank
		P.O. Box 1
		Toronto-Dominion Centre
		66 Wellington Street West, 4th Floor, TD Bank Tower
		Toronto, Ontario
		M5K 1A2
Wendy K. Dobson		Professor and Co-Director
(Canadian Citizen)		Institute for International Business
		Joseph L. Rotman School of Management
		University of Toronto
		105 St. George Street
		Toronto, Ontario
		M5S 3E6

Name		Present Principal Occupation or Employment and Address
Henry H. Ketcham		Chairman, President and Chief Executive Officer
(US and Canadian Citizen)		West Fraser Timber Co. Ltd.
		Suite 501 — 858 Beatty Street
		Vancouver, BC
		V6B 1C1
Pierre H. Lessard		Executive Chairman of the Board
(Canadian Citizen)		METRO INC.
		1002 Sherbrooke St. West
		Suite 2200
		Montreal, Quebec
		H3A 3L6
Brian M. Levitt		Chairman of the Board
(Canadian Citizen)		The Toronto-Dominion Bank
		P.O. Box 1
		Toronto-Dominion Centre
		66 Wellington Street West, 4th Floor
		Toronto, Ontario
		M5K 1A2
Harold H. MacKay		Counsel
(Canadian Citizen)		MacPherson Leslie & Tyerman LLP
		1500 — 1874 Scarth St.
		Regina, Saskatchewan
		S4P 4E9
Irene R. Miller		Chief Executive Officer
(US and Canadian Citizen)		Akim, Inc.
		186 Riverside Drive #10E
		New York, NY 10024
Nadir H. Mohamed		President and Chief Executive Officer
(Canadian Citizen)		Rogers Communications Inc.
		333 Bloor Street East, 10th Floor
		Toronto, Ontario
		M4W 1G9
Wilbur J. Prezzano		Corporate Director and retired Vice Chairman
(US Citizen)		Eastman Kodak Company
		28 Murray Blvd.
		Charleston, South Carolina 29401-2350
Helen K. Sinclair		Chief Executive Officer
(Canadian Citizen)		BankWorks Trading Inc.
		20 Adelaide Street East, Suite 400
		Toronto, ON
		M5C 2T6

Name		Present Principal Occupation or Employment and Address
Carole S. Taylor		Corporate Director
(Canadian Citizen)		#5103 — 1128 West Georgia Street
		Vancouver, BC
		V6E 0A8
John M. Thompson		Corporate Director
(Canadian Citizen)		20 Hedgewood Road
		Toronto, Ontario
		M2L 1L5
EXECUTIVE OFFICERS
Riaz Ahmed (Canadian Citizen)		Group Head, Corporate Development, Enterprise Strategy and Treasury Corporate Office, TD Bank Group
Mark Russell Chauvin (Canadian Citizen)		Group Head and Chief Risk Officer, Risk Management, Corporate Office, TD Bank Group
William Edmund Clark (Canadian Citizen)		Group President and Chief Executive Officer, TD Bank Group
Theresa Lynn Currie (Canadian and U.S. Citizen)		Group Head, Marketing, Corporate and People Strategies, Corporate Office, TD Bank Group
Robert Edward Dorrance (Canadian Citizen)		Group Head, Wholesale Banking, TD Bank Group and Chairman, Chief Executive Officer & President, TD Securities
Timothy David Hockey (Canadian Citizen)		Group Head, Canadian Banking and Insurance, TD Bank Group and President and Chief Executive Officer, TD Canada Trust
Colleen Mary Johnston (Canadian Citizen)		Group Head, Finance and Chief Financial Officer, Corporate Office, TD Bank Group
Bharat Bhagwanji Masrani (Canadian and British Citizen)		Group Head, U.S. Personal and Commercial Banking, TD Bank Group and President and Chief Executive Officer, TD Bank, N.A.
Francis Joseph McKenna (Canadian Citizen)		Deputy Chair, TD Bank Group
Michael Bo Pedersen (Canadian Citizen)		Group Head, Wealth Management, Direct Channels, and Corporate Shared Services, TD Bank Group

Name		Present Principal Occupation or Employment and Address
TD LUXEMBOURG INTERNATIONAL HOLDINGS S.A.R.L.
DIRECTORS
Nicolas Horlait		Board Manager
(Belgian Citizen)		TD Luxembourg International Holdings S.a.r.l.
		46A Avenue JF Kennedy
		L-2958 Luxembourg
Yves Sawaya		Board Manager
(Canadian and French Citizen)		TD Luxembourg International Holdings S.a.r.l.
		46A Avenue JF Kennedy
		L-2958 Luxembourg
Dave Sparvell		Board Manager
(British Citizen)		TD Luxembourg International Holdings S.a.r.l.
		46A Avenue JF Kennedy
		L-2958 Luxembourg