Jefferies Financial Group Inc. — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Jefferies Group LLC (JEF)
CIK: 0001084580
Period of Report: 2013-03-01

Reporting Person: LEUCADIA NATIONAL CORP (Director, 10% Owner)
Reporting Person: PHLCORP HOLDING LLC (10% Owner)
Reporting Person: Baldwin Enterprises, Inc. (10% Owner)
Reporting Person: BEI Jeffvest, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock	D	58006024	—	Disposed	0	Indirect

Footnotes

F1: Reflects disposition pursuant to a merger agreement between Leucadia National Corporation ("Leucadia") and Jefferies Group, Inc. ("Jefferies") in which each share of Jefferies common stock was exchanged for 0.81 Leucadia common shares. The closing price of a Leucadia common share on March 1, 2013 (the effective date of the merger) was $26.40 and the closing price of a share of Jefferies common stock on February 28, 2013 (the last trading day prior to effectiveness of the merger) was $21.72.

F2: Reflects shares of Jefferies Group, Inc. common stock that had been directly owned by BEI Jeffvest, LLC ("Jeffvest") and indirectly owned by Baldwin Enterprises, Inc. ("Baldwin"), Phlcorp, Inc. ("Phlcorp"), and Leucadia National Corporation ("Leucadia"). Jeffvest is a wholly-owned subsidiary of Baldwin, Baldwin is a wholly-owned subsidiary of Phlcorp, and Phlcorp is a wholly-owned subsidiary of Leucadia. Upon completion of the merger, Leucadia became the indirect owner of Jefferies Group LLC.