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CUSIP No. 808513-10-5
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13D
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Page
4
of 11 Pages
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Registration Rights Agreement
Concurrently with the execution and delivery of the Merger Agreement, Mr. Schwab, the Issuer and The Toronto-Dominion Bank, a
Canadian-chartered bank (TD Bank), entered into an amended and restated registration rights agreement (the Registration Rights Agreement), effective as of the closing of the Merger, that will provide Mr. Schwab, TD Bank
and, if they so elect to be a party, certain other parties, up to three demand registrations in any 12-month period and customary piggyback registration rights. The Registration Rights
Agreement also provides that the Issuer will indemnify the registration rights holders against certain liabilities which may arise under the Securities Act. Once it becomes effective, the Registration Rights Agreement supersedes the existing
Registration Rights and Stock Restriction Agreement, dated as of March 31, 1987, between the Issuer and Charles R. Schwab.
The foregoing
summaries of the Voting Agreement and the Registration Rights Agreement are qualified in their entirety by reference to Exhibits 37 and 38, respectively, to this Schedule 13D and are specifically incorporated into this Item 4 by reference.
Item 5.
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Interest in Securities of the Issuer.
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(a) 135,369,098 shares of Common Stock (including 2,123,933 shares which may be acquired within 60 days upon exercise of options) reported as
of November 27, 2019 represent (for the purposes of this Schedule 13D) approximately 10.5% of the Common Stock outstanding.
(b) The
135,369,098 shares of Common Stock referred to in Item 5(a) above consist of: (i) 40,220,457 shares of Common Stock as to which Mr. Schwab may be deemed to have sole voting and dispositive power (including 2,123,933 shares which may be acquired
within 60 days upon exercise of options; and 38,096,524 shares held by certain trusts for which Mr. Schwab acts as trustee); (ii) 106,228 shares of Common Stock as to which Mr. Schwab may be deemed to have shared dispositive power but no
voting power (held by The CRS 2016 Sibling Grantor Retained Annuity Trust for which Mr. Schwab has a nondurable power of attorney); and (iii) 95,042,413 shares of Common Stock as to which Mr. Schwab may be deemed to have shared voting and
dispositive power (including 36,888,146 shares held by Mr. and Mrs. Schwab as trustees of The Charles & Helen Schwab Trust; 15,917,695 shares held by Mrs. Schwab as trustee of The Charles & Helen Schwab Living Trust;
32,609,941 shares held by HOS Investments LP, a limited partnership organized and existing under the laws of the State of Texas as to which Mr. and Mrs. Schwab are two of three members with shared voting and dispositive power; 9,105,308
shares held by the Charles & Helen Schwab Foundation, a nonprofit public benefit corporation as to which Mr. and Mrs. Schwab are directors with shared voting and dispositive power but disclaim beneficial ownership; 24,375 shares
held by The Charles R. Schwab Foundation for Financial Freedom, a nonprofit public benefit corporation as to which Mr. Schwab is a director with shared voting and dispositive power but disclaims beneficial ownership; 385,000 shares held in the
Helen O. Schwab Generation Skipping Trust; 61,923 shares held in trusts for the benefit of Mr. Schwabs grandchildren; 6,000 shares held in the Kevin P. ONeill Childrens Trust for which Mr. Schwab acts as trustee but
disclaims beneficial ownership; and 44,025 shares held by 188 Corp., a corporation incorporated under the laws of the State of California as to which Mr. and Mrs. Schwab are directors with shared voting and dispositive power).
(c) The following transactions in Common Stock were effected in the sixty days prior to the filing of this Schedule 13D:
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Date of Transaction
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Amount of
Securities
Involved
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Nature of
Transaction
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Price Per Share
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Where and How
Effected
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10/17/2019
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25,350
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Disposition
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N/A
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Gift by Schwab Living Trust
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10/22/2019
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175,960
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Disposition
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N/A
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Gift by Charles & Helen Schwab Foundation
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10/23/2019
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24,200
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Disposition
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N/A
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Gift by Schwab Living Trust
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11/01/2019
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48,245
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Disposition
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N/A
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Gift by Schwab Living Trust
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