0001209191-11-042907.txt : 20110808 0001209191-11-042907.hdr.sgml : 20110808 20110808165329 ACCESSION NUMBER: 0001209191-11-042907 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110801 FILED AS OF DATE: 20110808 DATE AS OF CHANGE: 20110808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PELTZ NELSON CENTRAL INDEX KEY: 0000928265 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08529 FILM NUMBER: 111017793 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: NELSON PELTZ DATE OF NAME CHANGE: 19940810 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08529 FILM NUMBER: 111017792 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 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0304 4/A 2011-08-01 2011-08-03 0 0000704051 LEGG MASON, INC. LM 0000928265 PELTZ NELSON 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 1 0 0 0 0001345471 Trian Fund Management, L.P. 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 1 0 0 1 less than 10% owner Common Stock, $.10 par value 2011-08-01 4 P 0 890000 29.3567 A 12151269 I Please see explanation below Common Stock, $.10 par value 2011-08-02 4 P 0 410000 28.6485 A 12561269 I Please see explanation below Common Stock, $.10 par value 2011-08-03 4 P 0 1351000 28.5956 A 13912269 I Please see explanation below The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $29.0800 to $29.7250. 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 purchased at each separate price. Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which 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 (SUB) V, L.P. ("Trian SPV" and collectively, the "Trian Entities"). (FN 2, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P., which is the general partner of Trian Onshore, Trian Offshore and Trian SPV. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Trian Partners (ERISA) General Partner, LLC ("Trian ERISA GP LLC") is the general partner of Trian Partners (ERISA) GP, L.P., which is the general partner of Trian ERISA Fund. Trian Partners Strategic Investment Fund General Partner, LLC ("Strategic GP LLC") is the general partner of Trian Partners Strategic Investment Fund GP, L.P., which is the general partner of Strategic Fund. Trian Partners Strategic Investment Fund-A General Partner, LLC ("Strategic-A GP LLC") is the general partner of Trian Partners Strategic Investment Fund-A GP, L.P., which is the general partner of Strategic Fund-A. (FN 3 contd.) Mr. Peltz is a member of Trian Management GP, Trian GP LLC, Parallel Fund I GP LLC, Trian ERISA GP LLC, Strategic GP LLC and Strategic-A GP LLC (collectively, the "Management Entities") and therefore is in a position to determine the investment and voting decisions made by the Trian Entities. 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 the Management Entities 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. Mr. Peltz is a director of the Issuer. The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $28.0100 to $29.3100. 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 purchased at each separate price. The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $27.84 to $29.08. 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 purchased at each separate price. This Form is being amended to change the Table I Transaction Codes reported on the original filing dated 8/3/2011 from "A" to "P" as shown above. Stuart I. Rosen, Attorney-In-Fact for Nelson Peltz 2011-08-08 Stuart I. Rosen, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P. 2011-08-08