13D Filing: Shanda Asset Management Investment Ltd and Legg Mason Inc. (LM)

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to the Common Stock, par value $0.10 per share (the “Common Stock”), of Legg Mason, Inc., a Maryland corporation (the “Issuer”) and amends the Schedule 13D filed on April 21, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed on July 7, 2016 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed on December 20, 2016 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed on February 1, 2017 (“Amendment No. 3”) and Amendment No. 4 to the Original Schedule 13D filed on June 30, 2017 (“Amendment No. 4”, and, collectively with the Original Schedule 13D, Amendment No. 1, Amendment No.2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”).

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and restated to read as follows:

The aggregate purchase price for 5,567,653 shares of Common Stock beneficially owned by the Reporting Persons was $151,323,238, inclusive of commissions paid and other transaction costs and less the premium received for certain put options sold by an affiliate of the Reporting Persons relating to the Common Stock. Such purchase price was funded through internally generated funds of the affiliates of Shanda Group.

The 6,424 shares of Common Stock directly owned by Mr. Chen were granted to him in his capacity as a director of the Issuer pursuant to and under the conditions of the Issuer’s Non-Employee Director Equity Plan, as amended.

Item 4. Purpose of Transaction.

The following paragraph shall be added to the end of Item 4 of the Schedule 13D:

On October 12, 2017, Tianqiao Chen and Robert Chiu, President of Shanda Group, each tendered their resignation as a director of the Issuer with effect as of the date thereof.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated to read as follows:

The information set forth in Items 2, 3 and 4 herein is incorporated herein by reference.

(a) – (b)

The Investor holds 5,567,653 shares of Common Stock, representing approximately 6.0% of the outstanding shares of Common Stock of the Issuer. Mr. Chen directly owns an additional 6,424 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock of the Issuer. The foregoing percentage is calculated based on 93,599,404 shares of Common Stock outstanding as of August 1, 2017.