0000704051-20-000096.txt : 20200804 0000704051-20-000096.hdr.sgml : 20200804 20200804193315 ACCESSION NUMBER: 0000704051-20-000096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200731 FILED AS OF DATE: 20200804 DATE AS OF CHANGE: 20200804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SULLIVAN JOSEPH A CENTRAL INDEX KEY: 0001206673 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08529 FILM NUMBER: 201075070 MAIL ADDRESS: STREET 1: LEGG MASON, INC. STREET 2: 100 INTERNATIONAL DRIVE CITY: BALTIMORE STATE: MD ZIP: 21202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON, INC. CENTRAL INDEX KEY: 0000704051 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 521200960 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105390000 MAIL ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: LEGG MASON INC DATE OF NAME CHANGE: 19920703 4 1 wf-form4_159658397591493.xml FORM 4 X0306 4 2020-07-31 1 0000704051 LEGG MASON, INC. LM 0001206673 SULLIVAN JOSEPH A LEGG MASON, INC. 100 INTERNATIONAL DRIVE BALTIMORE MD 21202 1 1 0 0 Chairman, President & CEO Common Stock 2020-07-31 4 D 0 702645.52 D 0 D Common Stock 2020-07-31 4 D 0 6665 D 0 I By 401K Stock Options (Right to buy) 37.64 2020-07-31 4 D 0 49820 D 2025-05-15 Common Stock 49820.0 0 D Stock Options (Right to buy) 47.64 2020-07-31 4 D 0 336 D 2022-05-16 Common Stock 336.0 0 D Phantom Stock Units 2020-07-31 4 D 0 4011.84 D Common Stock 4011.84 0 D These shares were disposed of pursuant to the Agreement and Plan of Merger dated as of February 17, 2020 among the issuer, Alpha Sub, Inc. and Franklin Resources, Inc. in exchange for $50 per share on the effective date of the merger. Units represented ownership interests in the issuer's stock fund under the Legg Mason Profit Sharing and 401(k)Plan and Trust. The number shown has been adjusted for rounding and for the sale of a fractional unit sold for the purpose of covering mandatory administrative fees imposed on the plan participants' accounts, since the date of the person's last ownership report. Units were disposed of in the merger and transferred to a successor investment option based on the $50 per share merger consideration. Employee stock options vest serially over four years commencing on May 31, 2018. This option was terminated and cancelled as of immediately prior to the effective time of the merger and converted into the right to receive a lump sum cash payment in an amount equal to (A) the number of shares of the issuer's Common Stock underlying such option as of immediately prior to the effective time, multiplied by (B) an amount equal to (x) $50, minus (y) the exercise price of such option, net of any taxes withheld pursuant to the merger agreement Employee stock options vest serially over four years and commenced on May 31, 2015. 1-for-1 Phantom Stock Units acquired pursuant to and under conditions of the Legg Mason & Co., LLC Deferred Compensation/Phantom Stock Plan, as amended. See Exhibit 10.4 of the Form 10-K for the fiscal year ended March 31, 2009. The Legg Mason & Co., LLC Deferred Compensation/Phantom Stock Plan ("Plan") has been amended to provide that units previously delineated in common stock of the issuer will be equitably adjusted into the number of units delineated in common stock of Franklin Resources, Inc. based on the $50 per share merger consideration, and all distributions under the Plan will be made in cash. Melissa A. Warren, Attorney-in-fact for Joseph A. Sullivan 2020-08-04