Plan category

(a)

Number of securities to be issued upon exercise of outstanding option, warrants and rights

(b)

Weighted-average exercise price of outstanding options, warrants and rights

(c)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(d)

Number of outstanding full value awards

Equity compensation plans approved by stockholders

9,944,485 ⁽¹⁾

$38.28 ⁽²⁾

4,251,923 ⁽³⁾⁽⁴⁾

3,356,674

Equity compensation plans not approved by stockholders

–

–

–

–

Total

9,944,485

$38.28

4,251,923

3,356,674

(1) Includes 3,356,674full value restricted stock unit awards which are converted into shares of Legg Mason Common Stock (“Common Stock”) on a one-for-one basis upon distribution,4,862,011shares of Common Stock issuable upon the exercise of outstanding non-qualified stock options, 1,116,434shares of Common Stock issuable to performance share unit awards, 542,571shares of Common Stock that are held in a trust pending distribution of phantom stock units. and 66,795restricted stock units granted to non-employee directors as equity compensation that are converted into shares of Common Stock on a one-for-one basis upon distribution. The phantom stock units, which are converted into shares of Common Stock on a one-for-one basis upon distribution, were granted to plan participants upon their deferral of compensation or dividends paid on phantom stock units. When amounts are deferred, participants receive a number of phantom stock units equal to the deferred amount divided by 90% to 95% of the fair market value of a share of Common Stock.

(2) Weighted-average exercise price does not include phantom stock units or restricted stock units that will be converted into Common Stock on a one-for-one basis upon distribution at no additional cost, and were granted as described in footnote(1). The weighted-average remaining life of the stock options at May 31, 2017 was 5.01 years.

(3) In addition, 251,236shares of Common Stock may be issued under the Legg Mason & Co, LLC Deferred Compensation/Phantom Stock Plan upon the distribution of phantom stock units that may be acquired in the future as described in footnote (1).

(4) 1,761,912of these shares may be issued under the Company’s omnibus equity plan as stock options, restricted or unrestricted stock grants or any other form of equity compensation. 197,225of these shares may be issued under the Legg Mason, Inc. Equity Plan for Non-Employee Directors as grants of stock or restricted stock units. 2,292,786of these shares may be purchased under the Company’s employee stock purchase plan, which acquires the shares that are purchased thereunder in the open market.

Performance-Based Awards (# of Shares/Units)

Unvested at March 31, 2015

78,372

Vested/Earned

Forfeited

Granted

107,012

Unvested at March 31, 2016

185,384

Vested/Earned

Forfeited

(78,372)

Granted

897,924

Unvested at March 31, 2017

1,004,936

Vested/Earned

Forfeited

Granted

111,498

Unvested at May 31, 2017

1,116,434