Schedule 13G Amendment No 4

0001193125-12-052380.txt : 20120210 0001193125-12-052380.hdr.sgml : 20120210 20120210154522 ACCESSION NUMBER: 0001193125-12-052380 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120210 DATE AS OF CHANGE: 20120210 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34735 FILM NUMBER: 12592656 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DODGE & COX CENTRAL INDEX KEY: 0000200217 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159811710 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G/A 1 d291326dsc13ga.htm SCHEDULE 13G AMENDMENT NO 4 Schedule 13G Amendment No 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 4)*

Legg Mason, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

524901105

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13G


CUSIP NO. 524901105		PAGE 2 OF 4 PAGES


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dodge & Cox 94-1441976
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ N/A
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION California - U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 3,309,761
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 3,548,324
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,548,324
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.5%
12	TYPE OF REPORTING PERSON* IA

PAGE 2 OF 4 PAGES

Item 1(a)

Name of Issuer:

Legg Mason, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

100 International Drive

Baltimore, MD 21202

Item 2(a)

Name of Person Filing:

Dodge & Cox

Item 2(b)

Address of the Principal Office or, if none, Residence:

555 California Street, 40th Floor

San Francisco, CA 94104

Item 2(c)

Citizenship:

California - U.S.A.

Item 2(d)

Title of Class of Securities:

Common Stock

Item 2(e)

CUSIP Number:

524901105

Item 3

If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:


(e)		x		Investment Advisor registered under section 203 of the Investment Advisors Act of 1940

Item 4

Ownership:

(a)

Amount Beneficially Owned:

3,548,324

(b)

Percent of Class:

2.5%

PAGE 3 OF 4 PAGES

(c)

Number of shares as to which such person has:

(i)

sole power to vote or direct the vote: 3,309,761

(ii)

shared power to vote or direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: 3,548,324

(iv)

shared power to dispose or to direct the disposition of: 0

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

The clients of Dodge & Cox, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, Legg Mason, Inc.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not applicable.

Item 8

Identification and Classification of Members of the Group:

Not applicable.

Item 9

Notice of Dissolution of a Group:

Not applicable.

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2012


DODGE & COX

By:		/s/ THOMAS M. MISTELE
Name:		Thomas M. Mistele
Title:		COO & Senior Counsel

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