SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TRIAN FUND MANAGEMENT, L.P. (Last) (First) (Middle) 280 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LEGG MASON, INC. [ LM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 04/11/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Common Stock, $.10 par value	04/11/2016		S		10,526,153	D	$32	513,743	I	Please see explanation below(1)(2)(3)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* TRIAN FUND MANAGEMENT, L.P. (Last) (First) (Middle) 280 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* Trian Partners, L.P. (Last) (First) (Middle) 280 PARK AVENUE 41ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* Trian Partners Master Fund (ERISA), L.P. (Last) (First) (Middle) 280 PARK AVENUE 41ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* Trian Partners Parallel Fund I, L.P. (Last) (First) (Middle) 280 PARK AVENUE 41ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* Trian Partners Strategic Investment Fund, L.P. (Last) (First) (Middle) 280 PARK AVENUE 41ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* Trian Partners Strategic Investment Fund-A, L.P. (Last) (First) (Middle) 280 PARK AVENUE 41ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* Trian Partners Master Fund, L.P. (Last) (First) (Middle) 280 PARK AVENUE 41ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

Explanation of Responses:

1. Trian Fund Management GP, LLC is the general partner of Trian Fund Management, L.P, which 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" ) and Trian Partners Strategic Investment Fund-A, L.P. ("Strategic Fund-A").

2. (FN 1, contd.) Trian Partners General Partner, LLC is the general partner of Trian Partners GP, L.P., which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the general partner of Parallel Fund I. Trian Partners (ERISA) General Partner, LLC is the general partner of Trian Partners (ERISA) GP, L.P., which is the general partner of Trian ERISA Fund. Trian Partners Strategic Investment Fund General Partner, LLC is the general partner of Trian Partners Strategic Investment Fund GP, L.P., which is the general partner of Strategic Fund and Trian Partners Strategic Investment Fund-A General Partner, LLC is the general partner of Trian Partners Strategic Investment Fund-A GP, L.P., which is the general partner of Strategic Fund-A.

3. (FN 2, contd.) Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

Remarks:

Each of Trian Fund Management GP, LLC; Trian Partners General Partner, LLC; Trian Partners (ERISA) General Partner, LLC, Trian Partners Parallel Fund I General Partner, LLC; Trian Partners Strategic Investment Fund General Partner, LLC, Trian Partners Strategic Investment Fund-A General Partner, LLC (the "GP Entities") is also a reporting person. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the individual GP Entities have filed a separate Form 4 that relates to the same securities reported herein. Thus, in total, there are thirteen (13) joint filers: the GP Entities, Trian Fund Management, L.P. and each of the other persons that is signatory to this Form 4.

	Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, By: Edward P. Garden, Member	04/12/2016
	Trian Partners, L.P., By: Trian Partners GP, L.P., By: Trian Partners General Partner, LLC, By: Edward P. Garden, Member	04/12/2016
	Trian Partners Master Fund (ERISA), L.P., By: Trian Partners Master Fund (ERISA) GP, L.P., By: Trian Partners Master Fund (ERISA) General Partner, LLC, By: Edward P. Garden, Member	04/12/2016
	Trian Partners Parallel Fund I, L.P., By: Trian Partners Parallel Fund I General Partner, LLC, By: Edward P. Garden, Member	04/12/2016
	Trian Partners Strategic Investment Fund, L.P., By: Trian Partners Strategic Investment Fund GP, L.P., By: Trian Partners Strategic Investment Fund General Partner, LLC, By: Edward P. Garden, Member	04/12/2016
	Trian Partners Strategic Investment Fund-A, L.P., By: Trian Partners Strategic Investment Fund-A GP, L.P., By: Trian Partners Strategic Investment Fund-A General Partner, LLC, By: Edward P. Garden, Member	04/12/2016
	Trian Partners Master Fund, L.P., By: Trian Partners GP, L.P., By: Trian Partners General Partner, LLC, By: Edward P. Garden, Member	04/12/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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