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 *

DAVIDSON CAROL ANTHONY		 2. Issuer Name and Ticker or Trading Symbol

LEGG MASON, INC. [ LM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(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)
Code V Amount (A) or (D) Price
Common Stock 7/31/2020  D  3000 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)7/31/2020  D     24174.01   (3) (3)Common Stock 24174.01  (4)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) 1-for-1
(3) Restricted stock units acquired pursuant to and under the conditions of the Legg Mason, Inc. Non-Employee Director Equity Plan, as amended. See Appendix A to the definitive proxy statement for Legg Mason's 2013 Annual Meeting of Stockholders.
(4) These restricted stock units were disposed of in exchange for (i) (A) $50, multiplied by (B) the number of shares of the issuer's common stock represented by such restricted stock units immediately prior to the effective time of the merger, plus (ii) the amount of any accrued but unpaid dividend equivalent rights under such restricted stock units, net of any taxes withheld pursuant to the merger agreement.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DAVIDSON CAROL ANTHONY
LEGG MASON, INC.
100 INTERNATIONAL DRIVE
BALTIMORE, MD 21202		X
Signatures
Melissa A. Warren, Attorney-in-fact for Carol Anthony Davidson8/4/2020
**Signature of Reporting PersonDate
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