Sec Form 4 Filing - SULLIVAN JOSEPH A @ LEGG MASON, INC. - 2020-06-08

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
SULLIVAN JOSEPH A
2. Issuer Name and Ticker or Trading Symbol
LEGG MASON, INC. [ LM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last)
(First)
(Middle)
LEGG MASON, INC., 100 INTERNATIONAL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2020
(Street)
BALTIMORE, MD21202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/08/2020M 276,536 A $ 31.46 812,246.52 D
Common Stock 06/08/2020S( 1 ) 223,256 D $ 50.04 588,990.52 D
Common Stock 6,663.57 ( 2 ) I By 401K
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Options (Right to buy) ( 3 ) $ 31.46 06/08/2020M 276,536 ( 3 )05/02/2023 Common Stock 276,536 $ 0 223,464 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SULLIVAN JOSEPH A
LEGG MASON, INC.
100 INTERNATIONAL DRIVE
BALTIMORE, MD21202
XChairman, President & CEO
Signatures
Melissa A. Warren, Attorney-in-fact for Joseph A. Sullivan06/10/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected for purpose of covering exercise cost, taxes, commissions and fees upon exercise of options.
( 2 )Includes 45.28 units acquired under the Legg Mason Profit Sharing and 401(k)Plan and Trust, and 0.15 units 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 represent ownership interest in Legg Mason's stock fund.
( 3 )The options vest as follows: 25% vest on 05/02/2015; another 25% vest on the later of 05/02/2015 and the first day on which the closing price of Legg Mason's common stock on the New York Stock Exchange ("NYSE") has equaled or exceeded $36.46 for 20 consecutive trading days; and the remaining increments vest on the first day on which the closing price of Legg Mason's common stock on the NYSE has equaled or exceeded $41.46 and $46.46 for 20 consecutive trading days, respectively.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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