Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 20, 2012, Penson Worldwide Inc. (the "Company") received a letter from The NASDAQ Stock Market ("NASDAQ") indicating that the Company did not maintain a minimum of $10 million in stockholders' equity for continuing listing on The NASDAQ Global Select Market pursuant to applicable NASDAQ listing rules (the "Rules"). The letter also states that under the Rules, the Company has 45 calendar days to submit a plan to regain compliance, and if the plan is accepted, NASDAQ may grant an extension of up to 180 calendar days to evidence compliance. Alternatively, the Company may consider applying to transfer the Company's common stock to The NASDAQ Capital Market if the Company meets certain continuing listing standards for such market, except for the minimum bid price requirements. In addition, as previously disclosed in Current Reports on Form 8-K filed on May 7, 2012 and July 27, 2012, the Company is not in compliance with certain NASDAQ continuing listing standards relating to the $1.00 minimum bid price requirements and the minimum market value of publicly held shares of $5 million.

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