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
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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*
Chen Tian Qiao

(Last) (First) (Middle)
8 STEVENS ROAD

(Street)
SINGAPORE U0 257819

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2017
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, $0.01 par value 01/09/2017 S 420,000(1) D $30.7569(2) 10,090,153 I See Footnote(3)
Common Stock, $0.01 par value 01/10/2017 S 340,000(1) D $31.1359(4) 9,750,153 I See Footnote(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*
Chen Tian Qiao

(Last) (First) (Middle)
8 STEVENS ROAD

(Street)
SINGAPORE U0 257819

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shanda Media LTD

(Last) (First) (Middle)
NO. 1 OFFICE BUILDING, NO. 690
PUDONG, NEW AREA

(Street)
SHANGHAI F4 201203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shanda Investment Group Ltd

(Last) (First) (Middle)
FIRST REGISTER OFFICE
WOODBOURNE HALL, ROAD TOWN

(Street)
TORTOLA D8 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shanda Technology Overseas Capital Co.

(Last) (First) (Middle)
REGISTERED OFFICE, CRICKET SQUARE
HUTCHINS DRIVE, PO BOX 2681

(Street)
GRAND CAYMAN E9 KY1-1111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shanda Asset Management Investment Ltd

(Last) (First) (Middle)
8 STEVENS ROAD

(Street)
SINGAPORE U0 257819

(City) (State) (Zip)
Explanation of Responses:
1. The reporting persons sold the shares included in this Form 4 in an effort to bring their beneficial ownership of Legg Mason, Inc. below 10% of its issued and outstanding shares in order to be eligible for a potential waiver of the applicability to the reporting persons and their affiliates of the Maryland Business Combination Act.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.525 to $31.34, inclusive. The reporting persons undertake to provide to Legg Mason, Inc., any security holder of Legg Mason, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
3. The securities set forth in this Form 4 are directly held by Shanda Asset Management Investment Limited. Mr. Tianqiao Chen is the sole shareholder of Shanda Media Limited. Shanda Media Limited owns 70% of all outstanding and issued shares of Shanda Investment Group Limited which is the sole shareholder of Shanda Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company Limited is the sole shareholder of Shanda Asset Management Investment Limited.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.69 to $31.48, inclusive. The reporting persons undertake to provide to Legg Mason, Inc., any security holder of Legg Mason, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
/s/ Tianqiao Chen 01/10/2017
/s/ Tianqiao Chen, Director of Shanda Media Limited 01/10/2017
/s/ Tianqiao Chen, Director of Shanda Investment Group Limited 01/10/2017
/s/ Tianqiao Chen, Director of Shanda Technology Overseas Capital Company Limited 01/10/2017
/s/ Tianqiao Chen, Director of Shanda Asset Management Investment Limited 01/10/2017
** 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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