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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* SULLIVAN JOSEPH A (Last) (First) (Middle) LEGG MASON, INC. 100 INTERNATIONAL DRIVE (Street) BALTIMORE MD 21202 (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 07/31/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	07/31/2020		D		702,645.52	D	(1)	0	D
Common Stock	07/31/2020		D		6,665	D	(2)	0	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 (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
Stock Options (Right to buy)	$37.64	07/31/2020		D			49,820	(3)	05/15/2025	Common Stock	49,820	(4)	0	D
Stock Options (Right to buy)	$47.64	07/31/2020		D			336	(5)	05/16/2022	Common Stock	336	(4)	0	D
Phantom Stock Units	(6)	07/31/2020		D			4,011.84	(7)	(7)	Common Stock	4,011.84	(8)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. Employee stock options vest serially over four years commencing on May 31, 2018.

4. 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

5. Employee stock options vest serially over four years and commenced on May 31, 2015.

6. 1-for-1

7. 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.

8. 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.

Remarks:

	Melissa A. Warren, Attorney-in-fact for Joseph A. Sullivan	08/04/2020
	** Signature of Reporting Person	Date
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