0001209191-15-047298.txt : 20150528 0001209191-15-047298.hdr.sgml : 20150528 20150528091013 ACCESSION NUMBER: 0001209191-15-047298 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150526 FILED AS OF DATE: 20150528 DATE AS OF CHANGE: 20150528 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRIAN FUND MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001345471 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08529 FILM NUMBER: 15894053 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Trian Fund Management, L.P. DATE OF NAME CHANGE: 20051128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PELTZ NELSON CENTRAL INDEX KEY: 0000928265 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08529 FILM NUMBER: 15894054 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: NELSON PELTZ DATE OF NAME CHANGE: 19940810 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-26 1 0000704051 LEGG MASON, INC. LM 0000928265 PELTZ NELSON 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 0 0 0 1 Former 10% Owner 0001345471 TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 0 0 0 1 Former 10% Owner Common Stock, $.10 par value 2015-05-26 4 S 0 150000 53.6265 D 11204114 I Please see explanation below Common Stock, $.10 par value 2015-05-27 4 S 0 164218 54.0398 D 11039896 I Please see explanation below 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. Trian SPV has completed the sale of all of the shares that it held. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $53.47 to $53.82. The Reporting Persons undertake to provide pon 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 $53.72 to $54.27. 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. Stuart I. Rosen, Attorney-In-Fact for Nelson Peltz 2015-05-28 Stuart I. Rosen, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund 2015-05-28