ETFC E TRADE Financial Corporation

1998 Special Nonstatutory Stock Option Plan 

Nonstatutory Stock Option Agreement 

Options Granted to Certain Individuals 

Option Grants to Certain Individuals Pursuant to Written Compensation Agreements 

Telebanc Financial Corporation 1997 Stock Option Plan 

Telebanc Financial Corporation 1998 Stock Incentive Plan

Telebanc Financial Corporation Stock Option Plan 

E*TRADE UK (Holdings) Limited 1999 Executive Share Option Scheme 

Card Capture Services, Inc. 1996 Incentive Stock Option Plan 

Card Capture Services, Inc. 1997 Incentive Stock Option Plan 

Card Capture Services, Inc. 1998 Stock Incentive Compensation Plan 

Confluent, Inc. 1997 Equity Incentive Plan (as assumed by the Registrant) 

Versus Technologies, Inc. Stock Option Plan (as assumed by the Registrant) 

LoansDirect, Inc. 1999 Stock Option/Stock Issuance Plan (as assumed by the Registrant) 

E*TRADE Group, Inc. 2002 Associate Stock Purchase Plan 

E*TRADE Group, Inc. Stock Purchase Plan 

E*TRADE Financial Corporation 1996 Stock Incentive Plan 

E*TRADE Financial Corporation 2005 Equity Incentive Plan, as amended

E*TRADE Financial Corporation 2015 Omnibus Incentive Plan 

E*TRADE Financial Corporation 2018 Employee Stock Purchase Plan

(Full title of the plan)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ☐ complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post Effective Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by E*TRADE Financial, LLC (formerly known as E*TRADE Financial Corporation) (the “Registrant”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):

On October 2, 2020, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 20, 2020, by and among the E*TRADE Financial Corporation, a Delaware corporation (“E*TRADE”), Morgan Stanley, a Delaware Corporation (“Parent”) and Moon-Eagle Merger Sub, Inc., a Delaware Corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub was merged with and into E*TRADE with E*TRADE continuing as the surviving corporation (the “Merger”). Pursuant to the Merger Agreement, immediately following the effective time of the Merger, E*TRADE merged with and into Moon-Eagle Merger Sub II, LLC, a newly established wholly owned subsidiary of Parent (“Second Merger Sub”), with Second Merger Sub continuing as the surviving entity and the Registrant with the name “E*TRADE Financial, LLC” (the “Second Merger” and, together with the Merger, the “Mergers”).

As a result of the Mergers, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration Statements and is no longer issuing securities under any of the Plans. In accordance with an undertaking made by E*TRADE in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered for issuance that remain unsold at the termination of the offering, this Post-Effective Amendment to the Registration Statements on Form S-8 is being filed in order to deregister all securities that were registered under the Registration Statements and remain unissued under the Plans and to terminate the effectiveness of each of the Registration Statements.