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Filing Details

Accession Number:: 0001209191-15-038992
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-05-05 17:31:28
Reporting Period:: 2015-05-01

Filing Date:: 2015-05-05
Accepted Time:: 2015-05-05 17:31:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
704051	Legg Mason Inc.	LM	Investment Advice (6282)	521200960

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
928265	Nelson Peltz	280 Park Avenue, 41St Floor New York NY 10017		No	No	Yes	No
1345471	Trian Fund Management, L.p.	280 Park Avenue, 41St Floor New York NY 10017		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $.10 Par Value	Disposition	2015-05-01	85,000	$55.07	11,904,914	No	4	S	Indirect	Please see explanation below
Common Stock, $.10 Par Value	Disposition	2015-05-04	200,000	$55.25	11,704,914	No	4	S	Indirect	Please see explanation below
Common Stock, $.10 Par Value	Disposition	2015-05-05	132,000	$55.31	11,572,914	No	4	S	Indirect	Please see explanation below

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below

Footnotes

Represents the sale of shares held by Trian SPV (Sub) V, L.P. ("Trian SPV") in connection with the expiration of the applicable lock-up period for an investor in the parent entity of Trian SPV. Trian SPV acquired these shares in 2009.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $55.00 to $55.22. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Master Fund (ERISA), L.P. ("Trian ERISA Fund"), Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund") Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A) and Trian SPV (collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on its own behalf and on behalf of the Trian Entities.
(FN 3, contd.) Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by Trian Management and the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $55.00 to $55.84. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $55.00 to $55.54. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.