shelf registration statement to become effective under the Securities Act within 180 days after the date of the repurchase of the 2.50% Convertible Senior Notes. Subject to certain blackout periods that, with certain limited exceptions, do not exceed an aggregate of 60 days in any 90-day period or an aggregate of 120 days in any 360-day period, Legg Mason has agreed to use its commercially reasonable efforts to keep the shelf registration statement effective until the earlier of (1) the date on which all of the warrants and any shares of Legg Mason common stock delivered upon exercise of the warrants cease to be registrable securities, as defined in the Warrants Registration Rights Agreement; and (2) October 13, 2017. A copy of the Warrants Registration Rights Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

In connection with the execution of the Note Exchange Agreement and the Warrant Agreement, Legg Mason and KKR entered into an amended and restated standstill agreement on May 23, 2012 (the “Amended and Restated Standstill Agreement”), whereby, with certain exceptions, KKR agreed to continue to not take certain actions with respect to Legg Mason. The Amended and Restated Standstill Agreement amended and restated the standstill agreement, dated as of January 14, 2008, between KKR and Legg Mason. A copy of the Amended and Restated Standstill Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Pursuant to the terms of the Note Exchange Agreement, each of (i) the note purchase agreement for the 2.50% Convertible Senior Notes, dated as of January 14, 2008 (the “Note Purchase Agreement”), as amended, among Legg Mason, KKR and the purchasers named therein, pursuant to which the 2.5% Convertible Notes were sold Legg Mason agreed to certain financial covenants, and (ii) the registration rights agreement, dated as of January 31, 2008 (the “2008 Registration Rights Agreement”), among Legg Mason, KKR I-L Limited, Credit Suisse International and HSBC Bank USA, N.A., pursuant to which Legg Mason agreed to file and maintain a shelf registration statement with the SEC with respect to the 2.5% Convertible Notes was terminated on May 23, 2012.

Additionally, in connection with Legg Mason’s repurchase of the 2.50% Senior Convertible Notes, Scott C. Nuttall, who has been a director of Legg Mason since January 2008, resigned from the board effective as of May 23, 2012. Mr. Nuttall is a member of the general partner of KKR. Mr. Nuttall was nominated to serve on Legg Mason’s board of directors pursuant to the Note Purchase Agreement, which was terminated upon consummation of the repurchase of the 2.50% Senior Convertible Notes pursuant to the terms of the Note Exchange Agreement.

The foregoing descriptions of the Warrant Agreement, Warrants Registration Rights Agreement and Amended and Restated Standstill Agreement do not purport to be complete and are qualified in their entirety by reference to Warrant Agreement, Warrants Registration Rights Agreement, and Amended and Restated Standstill Agreement, which are filed as exhibits hereto and incorporated herein by reference.

Information required by Item 1.02 is contained in Item 1.01 of this Report and is incorporated herein by reference.

In addition, by repurchasing of all of the 2.50% Convertible Senior Notes on May 23, 2012, Legg Mason effectively discharged all of its obligations under the indenture for the 2.50% Convertible Senior Notes, dated as of January 31, 2008 (the “Convertible Notes Indenture”), by and between Legg Mason and The Bank of New York Mellon, as trustee.

In connection with the issuance of the 2.50% Senior Convertible Notes, Legg Mason entered into two convertible note hedge transactions with each of four counterparties which, in aggregate, effectively increased the exercise price under the 2.50% Senior Convertible Notes from $88 per share to $107.46 per share. Legg Mason and the counterparties to these transactions have terminated each of the convertible note hedge transactions as of May 23, 2012. As part of this termination, Legg Mason and the four counterparties terminated (effective as of May 23, 2012) all of the purchased call options with respect to shares of Legg Mason common stock (the “Purchased Call Options”) entered into on January 14, 2008, in connection with the issuance of the 2.50% Convertible Senior Notes, with each of JPMorgan Chase Bank, N.A., Merrill Lynch Financial Markets, Inc., Goldman, Sachs & Co. and Bank of America, N.A. (collectively, the “Hedge Providers”). The Purchased Call Options constituted one portion of the convertible note hedge transactions and were exercisable solely in connection with conversions of the 2.50% Convertible Senior Notes in the event that the market value per share of Legg Mason’s common stock at the time of exercise was greater than the exercise price of the Purchased Call Options.