CUSIP No.527288104
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FIRST PACIFIC ADVISORS, LLC
20-1362771
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
3,853,083
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
19,288,883
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,288,883
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
J. RICHARD ATWOOD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
3,853,083
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
19,288,883
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,288,883
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
?
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
STEVEN T. ROMICK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
3,853,083
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
19,288,883
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,288,883
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
Item 1.
(a) Name of Issuer
Leucadia National Corporation
(b) Address of Issuer?s Principal Executive Offices
520 Madison Avenue, New York, New York 10222
Item 2.
(a) Name of Person Filing
This Schedule 13G is being filed on behalf of First
Pacific Advisors, LLC, a Delaware limited liability
company (?FPA?), J. Richard Atwood, and Steven T. Romick,
Managing Member of FPA (each, a ?Reporting Person?).
(b) Address of Principal Business office or, if None,
Residence
The address for each Reporting Person is as follows:
11601 Wilshire Blvd., Suite 1200, Los Angeles, CA
90025
(c) Citizenship
FPA is a Delaware limited liability company
J. Richard Atwood is a United States citizen
Steven T. Romick is a United States citizen
(d) Title of Class Securities
Common Stock
(e) CUSIP Number
527288104
Item 3. If this statement is filed pursuant to Section 240.13d-
1(b), or 240.13d-2(b) or (c), check whether the person filing is
a:
(a) [ ] Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78c).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).*
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G).**
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813).
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) [ ] Group in accordance with Section 240.13d-
1(b)(ii)(J).
*FPA is an investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
**J Richard Atwood and Steven T. Romick are
control person(s) in
accordance with Section 240.13d-
1(b)(1)(ii)(G).
Item 4. Ownership
FPA
(a) Amount beneficially owned: 19,288,883
(b) Percent of class: 5.4
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: 3,853,083
(iii) Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or to direct the
disposition of: 19,288,883
J. Richard Atwood
(a) Amount beneficially owned: 19,288,883
(b) Percent of class: 5.4
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: 3,853,083
(iii) Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or to direct the
disposition of: 19,288,883
Steven T. Romick
(a) Amount beneficially owned: 19,288,883
(b) Percent of class: 5.4
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: 3,853,053
(iii) Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or to direct the
disposition of: 19,288,883
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class securities, check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
FPA, in its capacity as investment adviser to its various
clients, may be deemed to be the beneficial owner
of 19,288,883 shares owned by such clients, as in its
capacity as investment adviser it has the power to
dispose, direct the disposition of, and vote the shares
of the issuer owned by its clients.
J. Richard Atwood is a part-owner of FPA and a Managing
Member. As a controlling person of FPA, he may be deemed
to beneficially own 19,288,883 shares of the issuer owned
by FPA's clients.
Steven T. Romick is a part-owner of FPA and a Managing
Member. As a controlling person of FPA, he may be deemed
to beneficially own 19,288,883 shares of the issuer owned
by FPA's clients.
Pursuant to Rule 13d-4, J. Richard Atwood and Steven T.
Romick disclaim beneficial ownership of the securities
owned by FPA's clients.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose or
with the effect of changing or influencing the control of
the issuer and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
Date: February 13, 2018
FIRST PACIFIC ADVISORS, LLC
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Managing Partner
_/s/ J. Richard Atwood __
J. Richard Atwood
_/s/ Steven T. Romick __
Steven T. Romick
?
Exhibit A
Joint Filing Agreement Pursuant to Rule 13d-1
[This agreement is made pursuant to Rule 13d-l(k)(1) under the
Securities and Exchange Act of 1934, as amended (the ?Act?) by
and among the parties listed below, each referenced to herein as
a ?Joint Filer.? The Joint Filers agree that a statement of
beneficial ownership as required by Sections 13(g) or 13(d) of
the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that
said joint filing may thereafter be amended by further joint
filings. The Joint Filers state that they each satisfy the
requirements for making a joint filing under Rule 13d-1.
Date: February 13, 2018
FIRST PACIFIC ADVISORS, LLC
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Managing Partner
_/s/ J. Richard Atwood __
J. Richard Atwood
_/s/ Steven T. Romick __
Steven T. Romick
LEGAL_US_W # 54556829.2
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LEGAL_US_W # 54556829.2
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