Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Merchant Thomas C	2. Issuer Name and Ticker or Trading Symbol LEGG MASON, INC. [ LM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec VP & General Counsel
(Last) (First) (Middle) LEGG MASON, INC., 100 INTERNATIONAL DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/31/2020
(Street) BALTIMORE, MD 21202 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	7/31/2020		D		92269.63	D	⁽¹⁾	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$37.64	7/31/2020		D			15006	⁽²⁾	5/15/2025	Common Stock	15006.0	⁽³⁾	0	D
Stock Options (Right to buy)	$31.24	7/31/2020		D			7111	⁽⁴⁾	5/13/2024	Common Stock	7111.0	⁽³⁾	0	D
Phantom Stock Units	⁽⁵⁾	7/31/2020		D			1584.18	⁽⁶⁾	⁽⁶⁾	Common Stock	1584.18	⁽⁷⁾	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)	Employee stock options vest serially over four years and commencing on May 31, 2018.
(3)	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
(4)	Employee stock options vest serially over four years and commencing on May 31, 2017.
(5)	1-for-1
(6)	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.
(7)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Merchant Thomas C LEGG MASON, INC. 100 INTERNATIONAL DRIVE BALTIMORE, MD 21202			Exec VP & General Counsel