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)
Code V Amount (A) or (D) Price
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Class A Shares (4) 02/25/2009   A   75,000   02/24/2014 02/24/2014 Class A non-voting common stock 75,000 (4) 100,000 D  
Restricted Class A Shares (5) 01/28/2010   A   100,000   01/27/2015 01/27/2015 Class A non-voting common stock 100,000 (5) 200,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 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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