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 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, 83,335,171 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 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, 83,335,171 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. 11 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 and Amendment No. 10 thereto filed on January 20, 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. 11 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. 11) 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 9, 2011, TD LIH is the record and beneficial owner of 258,337,797 shares of Issuer Common Stock, representing approximately 45.02% 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 8, 2011, none of the individuals listed on Schedule I beneficially owned any shares of Issuer Common Stock. As of February 8, 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 72,275 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 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, 83,335,171 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 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 grant to 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 January 20, 2011.

Since the date of such filing and through February 9, 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
01/20/2011			780,600			$	20.4591
01/21/2011			508,947			$	20.4364
01/24/2011			451,453			$	20.3855
01/25/2011			86,360			$	20.2717
01/26/2011			398,979			$	20.3086
01/27/2011			394,661			$	20.4212
01/28/2011			343,448			$	20.4724
01/31/2011			325,451			$	20.4016
02/01/2011			578,589			$	20.7377
02/02/2011			340,959			$	20.6350
02/03/2011			635,661			$	20.5292
02/04/2011			257,200			$	20.7093
02/07/2011			567,692			$	20.8785
02/08/2011			419,094			$	20.6960
02/09/2011			292,396			$	20.7067

On January 13, 2011, Mr. Prezzano received a grant of 11,091 shares of Issuer Common Stock pursuant to the Issuer’s Directors Incentive Plan.

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 10, 2011

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 and Chief Executive officer, Draper & Kramer, Inc. 55 West Monroe Street Suite 2530 Chicago, Illinois 60603-5008
Hugh J. Bolton (Canadian Citizen)		Chair of the Board EPCOR Utilities Inc. EPCOR Centre 1800-10065 Jasper Avenue. NW Edmonton, Alberta T5J 3B1
John L. Bragg (Canadian Citizen)		Chairman, President & Co-Chief Executive Officer Oxford Frozen Foods Limited 4881 Main St. P.O. Box 220 Oxford, N.S. B0M 1P0
Amy W. Brinkley (US Citizen)		Consultant, AWB Consulting, LLC 2225 Sharon Lane Charlotte, North Carolina 28211
W. Edmund Clark (Canadian Citizen)		Group President and Chief Executive Officer 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 (Canadian Citizen)		Professor and Co-Director Institute for International Business Joseph L. Rotman School of Management University of Toronto 105 St. George Street Toronto, Ontario M5S 3E6

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

Carole S. Taylor (Canadian Citizen)		Corporate Director #5103 — 1128 West Georgia Street Vancouver, BC V6E 0A8
John M. Thompson (Canadian Citizen)		Corporate Director 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

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