amend7.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 7)*
 
LEGG MASON, INC.
(Name of Issuer)


Common Stock, $0.10 par value
(Title of Class of Securities)


524901105
(CUSIP Number)

Brian L. Schorr, Esq.
Chief Legal Officer
Trian Fund Management, L.P.
280 Park Avenue, 41st Floor
New York, New York 10017
Tel. No.: (212) 451-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 27, 2015
(Date of Event Which Requires Filing of this Statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*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 disclosures provided in a prior cover page.
 
The Information required on 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).
 

 
 
 
 
1
NAME OF REPORTING PERSON
 
Nelson Peltz
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,039,896
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,039,896
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,039,896
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.96%*
  
14
TYPE OF REPORTING PERSON
IN
  
_______
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Annual Report on Form 10-K filed on May 22, 2015 (the “Form 10-K”).
 

 
 
 


 
1
NAME OF REPORTING PERSON
 
Peter W. May
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,039,896
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,039,896
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,039,896
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.96%*
  
14
TYPE OF REPORTING PERSON
IN
  
_______
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
 
Edward P. Garden
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,039,896
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,039,896
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,039,896
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.96%*
  
14
TYPE OF REPORTING PERSON
IN
  
_______
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Fund Management, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454182
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,039,896
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,039,896
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,039,896
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.96%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Fund Management GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3454087
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
11,039,896
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
11,039,896
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,039,896
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.96%*
  
14
TYPE OF REPORTING PERSON
OO
  
_______
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Partners, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3453988
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
2,351,511
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
2,351,511
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,351,511
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.12%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Partners Master Fund, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0468601
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
5,972,630
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
5,972,630
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,972,630
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.39%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Partners Parallel Fund I, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
20-3694154
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
288,714
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
288,714
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,714
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.26%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian SPV (SUB) V, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0624408
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
0
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%*
  
14
TYPE OF REPORTING PERSON
PN
  
_______
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
37-1593120
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
1,048,137
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
1,048,137
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,137
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.95%*
  
14
TYPE OF REPORTING PERSON
PN
  
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Partners Strategic Investment Fund-A, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
27-4180625
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
1,043,382
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
1,043,382
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,043,382
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.94%*
  
14
TYPE OF REPORTING PERSON
PN
  
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 


1
NAME OF REPORTING PERSON
Trian Partners Master Fund (ERISA), L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0682467
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3
SEC USE ONLY
  
4
SOURCE OF FUNDS
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
0
  
8
SHARED VOTING POWER
314,298
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
314,298
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,298
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.28%*
  
14
TYPE OF REPORTING PERSON
PN
  
* Calculated based on 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form
10-K.

 
 
 
This Amendment No. 7 (“Amendment No. 7”) relates to the Schedule 13D filed with the Securities and Exchange Commission on December 28, 2009 as amended by Amendment No. 1 to Schedule 13D filed on June 7, 2010, Amendment No. 2 to Schedule 13D filed on August 4, 2011, Amendment No. 3 to Schedule 13D filed on September 28, 2012, Amendment No. 4 to Schedule 13D filed on December 2, 2014, Amendment No. 5 to Schedule 13D filed on December 19, 2014 and Amendment No. 6 to Schedule 13D (“Amendment No. 6”) filed on April 6, 2015 (as amended, the “Statement”) relating to the Common Stock, $0.10 par value per share (the “Shares”), of Legg Mason, Inc. a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 100 International Drive, Baltimore, MD 21202.
 
Items 2, 4, 5 and 7 of the Statement are hereby amended and supplemented as follows:
 
Item 2. Identity and Background
 
Item 2 of the Statement is hereby supplemented as follows:
 
SPV V has completed the sale of all of the Shares beneficially and directly owned by it following the receipt of a redemption request from the remaining investor in the parent entity of SPV V.  As a result of the sale of such Shares by SPV V, SPV V will no longer be a Filing Person.  As previously noted, none of the other Filing Persons holds Shares as its sole investment.
 
Item 4. Purpose of Transaction
 
Item 4 of the Statement is hereby supplemented as follows:
 
SPV V has completed the sale of all of the Shares beneficially and directly owned by it following the receipt of a redemption request from the remaining investor in the parent entity of SPV V.  As a result of the sale of such Shares by SPV V, SPV V will no longer be a Filing Person.  As previously noted, none of the other Filing Persons holds Shares as its sole investment.
 
Item 5. Interest in Securities of the Issuer
 
(a) As of 4:00 p.m., New York City time, on May 27, 2015, the Filing Persons beneficially owned, in the aggregate, 11,039,896 Shares, representing approximately 9.96% of the Issuer’s outstanding Shares (based upon 110,852,676 shares of Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Annual Report on Form 10-K filed on May 22, 2015 (the “Form 10-K”)).
 
(b) Each of Trian Management, Trian Onshore, Trian Offshore, Parallel Fund I, Strategic Fund, Strategic Fund-A, SPV V and Trian ERISA beneficially and directly owns and has sole voting power and sole dispositive power with regard to: 21,224; 2,351,511; 5,972,630; 288,714; 1,048,137; 1,043,382; 0; and 314,298; Shares, respectively, except to the extent that other Filing Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares.
 
Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian Onshore, Trian Offshore, Parallel Fund I, SPV V, Strategic Fund, Strategic Fund-A and Trian ERISA (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Trian Onshore, Trian Offshore, Parallel Fund I, SPV V, Strategic Fund, Strategic Fund-A and Trian ERISA directly and beneficially own. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.
 
Each of Mr. May, Mr. Garden, Trian Management and Trian Management GP, by virtue of an agreement with Mr. Peltz (discussed in Item 5), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Director Shares.  Each of Mr. Peltz, Mr. May, Mr. Garden, Trian Management and Trian Management GP disclaims beneficial ownership of such Director Shares for all other purposes.
 
(c) The following table sets forth all transactions with respect to the Shares effected by any of the Filing Persons since the filing of Amendment No. 6, inclusive of all transactions effected through 4:00 p.m., New York City time, on May 27, 2015.  All such transactions in the table were effected in the open market.  The prices set forth below do not include commissions.
 
 
 
 

Name
  
Date
  
Shares
  
Price
  
Type
SPV V
  
04/06/2015
  
200,000
  
55.1654
  
Sale
                 
SPV V
  
04/07/2015
  
20,050
  
55.0331
  
Sale
                 
SPV V
  
04/13/2015
  
50,000
  
55.0119
  
Sale
                 
SPV V
  
05/01/2015
  
85,000
  
55.0700
  
Sale
                 
SPV V
  
05/04/2015
  
200,000
  
55.2514
  
Sale
                 
SPV V
  
05/05/2015
  
132,000
  
55.3057
  
Sale
                 
SPV V
  
05/18/2015
  
120,000
  
54.6182
  
Sale
                 
SPV V
  
05/19/2015
  
15,200
  
54.5670
  
Sale
                 
SPV V
  
05/20/2015
  
83,600
  
54.0781
  
Sale
                 
SPV V
  
05/26/2015
  
150,000
  
53.6265
  
Sale
                 
SPV V
  
05/27/2015
  
164,218
  
54.0398
  
Sale
 

 
Item 7.  Material to be Filed as Exhibits
 
1.  Joint Filing Agreement of the Filing Persons.

 
 
 

 

 

SIGNATURES
 
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 

May 28, 2015

 
 
TRIAN FUND MANAGEMENT, L.P.
By:
Trian Fund Management GP, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
     
 
TRIAN FUND MANAGEMENT GP, LLC
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
     
 
TRIAN PARTNERS, L.P.
By:
Trian Partners GP, L.P., General Partner
By:
Trian Partners General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
Title:
Member
   
 
TRIAN PARTNERS MASTER FUND, L.P.
By:
Trian Partners GP, L.P., General Partner
By:
Trian Partners General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS PARALLEL FUND I, L.P.
By:
Trian Partners Parallel Fund I General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
 
 
 
 
     
 
 
     
TRIAN SPV (SUB) V, L.P.
  By:  Trian Partners GP, L.P., General Partner
   By: Trian Partners General Partner, LLC, its general partner
       
       
   By:
/s/EDWARD P. GARDEN
     Name:  Edward P. Garden
     Title:  Member
 
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND, L.P
By:
Trian Partners Strategic Investment Fund GP, L.P., its general partner
By:
Trian Partners Strategic Investment Fund General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
     
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P.
By:
Trian Partners Strategic Investment Fund-A GP, L.P., its general partner
By:
Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
     
 
TRIAN PARTNERS MASTER FUND (ERISA), L.P.
By:
Trian Partners (ERISA) GP, L.P., its general partner
By:
Trian Partners (ERISA) General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
   
Title:
Member
   
   
 
/s/NELSON PELTZ
NELSON PELTZ
 
 
 
/s/PETER W. MAY
PETER W. MAY
 
 
 
/s/EDWARD P. GARDEN
EDWARD P. GARDEN
 

 
 
 

Exhibit 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Legg Mason, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 28th day of May, 2015.


 
TRIAN FUND MANAGEMENT, L.P.
By:
Trian Fund Management GP, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN FUND MANAGEMENT GP, LLC
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
       
 
TRIAN PARTNERS, L.P.
By
Trian Partners GP, L.P., General Partner
By:
Trian Partners General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS MASTER FUND, L.P.
By:
Trian Partners GP, L.P., General Partner
By:
Trian Partners General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
   
Name:
Edward P. Garden
   
Title:
Member
       
 
TRIAN PARTNERS PARALLEL FUND I, L.P.
By:
Trian Partners Parallel Fund I General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
     
 
 
 
 
     
 
TRIAN SPV (SUB) V, L.P.
By:
Trian Partners GP, L.P., General Partner
By:
Trian Partners General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
 
       
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND, L.P.
By:
Trian Partners Strategic Investment Fund GP, L.P., its general partner
By:
Trian Partners Strategic Investment Fund General Partner, LLC,
  its general partner
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
     
 
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P.
By:
Trian Partners Strategic Investment Fund-A GP, L.P., its general partner
By:
Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
   
 
TRIAN PARTNERS MASTER FUND (ERISA), L.P.
By:
Trian Partners (ERISA) General Partner, LLC, its general partner
By:
Trian Partners (ERISA) GP, L.P., its general partner
     
     
By:
/s/EDWARD P. GARDEN
 
Name:
Edward P. Garden
 
Title:
Member
 
 
 
 
/s/NELSON PELTZ
NELSON PELTZ
 
 
 
/s/PETER W. MAY
PETER W. MAY
 
 
 
/s/EDWARD P. GARDEN
EDWARD P. GARDEN