Cashman Frances Form 3 LEGG MASON / Frances Cashman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cashman Frances

(Last) (First) (Middle)

LEGG MASON, INC.

100 INTERNATIONAL DRIVE

(Street)

BALTIMORE MD 21202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2017

3. Issuer Name and Ticker or Trading Symbol
LEGG MASON, INC. [ LM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	59,333.63(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to buy)	11/01/2010(2)	11/01/2018	Common Stock	10,064	31.47	D
Stock Options (Right to buy)	05/16/2012(3)	05/17/2020	Common Stock	2,112	23.72	D
Stock Options (Right to buy)	05/16/2013(4)	05/16/2021	Common Stock	3,298	35.16	D
Stock Options (Right to buy)	05/16/2014(5)	05/16/2022	Common Stock	9,975	47.64	D
Stock Options (Right to buy)	05/15/2015(6)	05/15/2023	Common Stock	11,754	54.51	D
Stock Options (Right to buy)	05/02/2016(7)	05/02/2024	Common Stock	13,228	31.57	D
Phantom Stock	(8)	(8)	Common Stock	1,391.81	(8)	D

Explanation of Responses:

1. Includes the aquisition of 2776.63 shares of Legg Mason, Inc. Common Stock pursuant to the Legg Mason, Inc. Employee Stock Purchase Plan.

2. Employee stock options vest serially over five years and commenced on May 31, 2011.

3. Employee stock options vest serially over four years and commenced on May 31, 2013.

4. Employee stock options vest serially over four years and commenced on May 31, 2014.

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

6. Employee stock options vest serially over four years and commenced on May 31, 2016.

7. Employee stock options vest serially over four years and commenced on May 31, 2017.

8. Each share of Phantom Stock is the economic equivalent of one share of LM Common Stock. The shares of Phantom Stock will be settled in shares of LM Common Stock upon termination of the reporting person's employment with Legg Mason.

Remarks:

	Melissa A. Warren, Attorney-in-Fact for Frances Cashman	06/09/2017
	** Signature of Reporting Person	Date
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 5 (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).
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