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Legg Mason, Inc. (LM): Trian Partners Unloads Almost Entire Stake

According to a recent 13D filing with the US SEC, billionaire Nelson Peltz‘s Trian Fund Management has sold 10.53 million shares of Legg Mason Inc (NYSE:LM) to Shanda Payment Investment Limited, at a purchase price of $32.00 per share, or for $336.8 million in total. This has left Trian Fund Management, L.P. holding 513,743 shares, which account for only 0.48% of the company’s outstanding stock.

At the end of the fourth quarter, a total of 33 of the hedge funds tracked by Insider Monkey were bullish on this stock. Trian Partners held the most valuable position in Legg Mason Inc (NYSE:LM). Billionaire Mario Gabelli’s GAMCO Investors was another investor bullish on the stock and reported a $155.7 million position in its last 13F filing. Other professional money managers that  reported long positions in Legg Mason Inc (NYSE:LM) at the end of December include Robert Pohly’s Samlyn Capital, Andreas Halvorsen’s Viking Global and Robert Rodriguez and Steven Romick’s First Pacific Advisors LLC.

On the other hand, David Harding’s Winton Capital Management dropped the biggest position in Legg Mason Inc (NYSE:LM) of the 700 funds followed by Insider Monkey, valued at about $25 million in stock, and James Parsons’s Junto Capital Management was right behind this move, as the fund dumped about $24.5 million worth of shares.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Nelson Peltz 0 513,743 0 513,743 513,743 0.48%
Peter W. May 0 513,743 0 513,743 513,743 0.48%
Edward P. Garden 0 513,743 0 513,743 513,743 0.48%
Trian Fund Management 0 513,743 0 513,743 513,743 0.48%
Trian Fund Management GP 0 513,743 0 513,743 513,743 0.48%
Trian Partners 0 109,428 0 109,428 109,428 0.10%
Trian Partners Master Fund 0 277,937 0 277,937 277,937 0.26%
Trian Partners Parallel Fund I 0 13,435 0 13,435 13,435 0.01%
Trian Partners Strategic Investment Fund 0 48,775 0 48,775 48,775 0.05%
Trian Partners Strategic Investment Fund-A 0 48,554 0 48,554 48,554 0.05%
Trian Partners Master Fund (ERISA) 0 14,626 0 14,626 14,626 0.01%

Nelson Peltz
Nelson Peltz
Trian Partners

Page 1 of 17 – SEC Filing


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
April 11, 2016
(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).

 

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Page 2 of 17 – SEC Filing

 

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
513,743
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
513,743
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,743
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.48%*
 
14
TYPE OF REPORTING PERSON
IN
 
_______
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 3 of 17 – SEC Filing

 

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
513,743
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
513,743
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,743
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.48%*
 
14
TYPE OF REPORTING PERSON
IN
 
_______
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 4 of 17 – SEC Filing

 

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
513,743
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
513,743
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,743
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.48%*
 
14
TYPE OF REPORTING PERSON
IN
 
_______
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 5 of 17 – SEC Filing

 

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
513,743
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
513,743
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,743
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.48%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 6 of 17 – SEC Filing

 

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
513,743
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
513,743
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,743
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.48%*
 
14
TYPE OF REPORTING PERSON
OO
 
_______
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 7 of 17 – SEC Filing

 

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
109,428
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
109,428
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,428
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 8 of 17 – SEC Filing

 

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
277,937
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
277,937
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,937
 
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
 
_______
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 9 of 17 – SEC Filing

 

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
13,435
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
13,435
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,435
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%*
 
14
TYPE OF REPORTING PERSON
PN
 
_______
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 10 of 17 – SEC Filing

 

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
48,775
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
48,775
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,775
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%*
 
14
TYPE OF REPORTING PERSON
PN
 
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 11 of 17 – SEC Filing

 

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
48,554
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
48,554
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,554
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%*
 
14
TYPE OF REPORTING PERSON
PN
 
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 12 of 17 – SEC Filing

 

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
14,626
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
14,626
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,626
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%*
 
14
TYPE OF REPORTING PERSON
PN
 
* This percentage is calculated based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer.

 

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Page 13 of 17 – SEC Filing

 

This Amendment No. 8 (“Amendment No. 8”) 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, Amendment No. 6 to Schedule 13D filed on April 6, 2015, and Amendment No. 7 to Schedule 13D (“Amendment No. 7”) filed on May 28, 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 4, 5, 6 and 7 of the Statement are hereby amended and supplemented as follows:
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented as follows: 
Pursuant to a Stock Purchase Agreement dated April 11, 2016 (the “Stock Purchase Agreement”) between Shanda Payment Investment Limited (the “Buyer”) and Trian Management, Trian Onshore, Trian Offshore, Parallel Fund I, Strategic Fund, Strategic Fund-A and Trian ERISA (each a “Seller” and collectively, the “Sellers”), on April 11, 2016, the Sellers sold 10,526,153 Shares (the “Trian Shares”), in the aggregate to the Buyer at a purchase price of $32.00 per Share ($336,836,896 in the aggregate).  The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified by reference to the Stock Purchase Agreement, a copy of which is filed herewith as an exhibit and is incorporated into this Item 4 by reference.
The Filing Persons sold the Trian Shares for portfolio management purposes.
Following such sales, the Filing Persons continue to beneficially own an aggregate of 513,743 Shares, representing approximately 0.48% of the Issuer’s outstanding Shares (based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer).
Depending on various factors, including, without limitation, the Issuer’s financial position, results and strategic direction, price levels of the Issuer’s shares, the Filing Persons’ overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Filing Persons, conditions in the securities and capital markets, and general economic and industry conditions, the Filing Persons may, from time to time and at any time, in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including but not limited to, selling some or all of their holdings in the Issuer, entering into financial instruments or other agreements that decrease the Filing Person’s economic exposure with respect to their investment in the Issuer, engage in hedging or similar transactions with respect to such holdings and/or distributing their holdings in the Issuer to investors in one or more of the Filing Persons. The Filing Persons may take other steps and/or change their intentions with respect to any of the matters referred to herein or in subsections (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented as follows:
(a) As of 4:00 p.m., New York City time, on April 11, 2016, the Filing Persons beneficially owned, in the aggregate, 513,743 Shares, representing approximately 0.48% of the Issuer’s outstanding Shares (based upon 106,324,776 shares of the Issuer’s common stock outstanding as of April 5, 2016, as provided to the Filing Persons by the Issuer).
(b) Each of Trian Management, Trian Onshore, Trian Offshore, Parallel Fund I, Strategic Fund, Strategic Fund-A, and Trian ERISA beneficially and directly owns and has sole voting power and sole dispositive power with regard to: 988; 109,428; 277,937; 13,435; 48,775; 48,554; and 14,626; 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, 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, 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) Set forth below is a list of all transactions with respect to the Shares effected during the past sixty (60) days by any of the Filing Persons, inclusive of all transactions effected through 4:00 p.m., New York City time, on April 11, 2016.  All such transactions were effected in a privately negotiated transaction pursuant to the Stock Purchase Agreement.
Fund
 
Date
 
Shares
 
Price
 
Type
Trian Onshore
 
4/11/16
 
2,242,083
 
32.00
 
Sale
                 
Trian Offshore
 
4/11/16
 
5,694,693
 
32.00
 
Sale
                 
Parallel Fund I
 
4/11/16
 
275,279
 
32.00
 
Sale
                 
Strategic Fund
 
4/11/16
 
999,362
 
32.00
 
Sale
                 
Strategic Fund-A
 
4/11/16
 
 994,828
 
32.00
 
Sale
                 
Trian ERISA
 
4/11/16
 
299,672
 
32.00
 
Sale
                 
Trian Management
 
4/11/16
 
20,236
 
32.00
 
Sale
(e) As a result of the transactions referred to Items 4 and 5(c) above, on April 11, 2016 the Filing Persons ceased to be the beneficial owners of more than 5% of the Issuer’s outstanding Shares.
Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth above in Item 4 is incorporated herein by reference.
In connection with the transactions contemplated by the Stock Purchase Agreement, the Sellers have agreed to pay to Citigroup Global Markets Inc. a transaction fee of $2.0 million, in the aggregate.
Item 7.  Material to be Filed as Exhibits
1.  Joint Filing Agreement of the Filing Persons.
2.  Stock Purchase Agreement dated April 11, 2016 between Shanda Payment Investment Limited and Trian Fund Management, L.P., Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund, L.P. Trian Partners Strategic Investment Fund-A, L.P. and Trian Partners Master Fund (ERISA), L.P.

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Page 14 of 17 – SEC Filing

 

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.
April 11, 2016
 
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., its 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., its 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

 

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Page 15 of 17 – SEC Filing

 

 
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
 

 

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Page 16 of 17 – SEC Filing

 

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 11th day of April, 2016.
 
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., its 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., its 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
 

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Page 17 of 17 – SEC Filing

 
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
   

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