Edgar Filing: OPPENHEIMER HOLDINGS INC

Ownership Submission

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 ^*

LOWENTHAL ALBERT G

2. Issuer Name and Ticker or Trading Symbol
OPPENHEIMER HOLDINGS INC [OPY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman and CEO

(Last)

(First)

(Middle)

188 MAMARONECK RD

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2010

(Street)

SCARSDALE, NY 10583

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)
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)
Class A non-voting common stock	02/05/2010		J⁽¹⁾		45,098	D	$ 25.89	2,814,332	I	Phase II Financial LP ⁽²⁾
Class B voting common stock	02/05/2010		J⁽¹⁾		45,098	A	$ 25.89	96,073	I	Phase II Financial Inc. ⁽³⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Class A Shares

⁽⁴⁾

02/25/2009

75,000

02/24/2014

Class A non-voting common stock

75,000

⁽⁴⁾

100,000

Restricted Class A Shares

⁽⁵⁾

01/28/2010

100,000

01/27/2015

Class A non-voting common stock

100,000

⁽⁵⁾

200,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LOWENTHAL ALBERT G 188 MAMARONECK RD SCARSDALE, NY 10583	X	X	Chairman and CEO

Signatures

Albert G. Lowenthal		02/08/2010
^**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)	The transaction was an exchange of Class A non-voting common stock for Class B voting common stock on a one-for one basis.
(2)	Phase II Financial LP is a NY partnership of which Mr. Lowenthal is sole general partner.
(3)	Phase II Financial Inc. is a Delaware corporation, controlled by Albert Lowenthal. Mr. Lowenthal is its President.
(4)	The transaction was an restricted employee stock award granted on 2/25/2009 for 75000 shares of Class A non-voting common stock vesting on the fifth anniversary of the grant.
(5)	The transaction was a restricted employee stock award granted on 1/28/2010 for 100,000 shares of Class A non-voting common stock vesting on the fifth anniversary of the grant.

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