Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13-G
Under the Securities and Exchange Act of 1934
Mandalay Resort Group
Common Stock
CUSIP Number 562567107
Check the following box if a fee is being paid with this statement. [ ]
CUSIP No. 562567107
1) Name of reporting person:
Legg Mason, Inc.
Tax Identification No:
52-1200960
2) Check the appropriate box if a member of a group:
a) n/a
b) n/a
3) SEC use only
4) Place of organization:
Baltimore, Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: 9,978,470*
6) Shared voting power: 2,237,790*
7) Sole dispositive power: 9,978,470*
8) Shared dispositive power: 2,237,790*
9) Aggregate amount beneficially owned by each reporting person:
12,216,260*
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
13.47%
12) Type of reporting person:
HC
Item 1a) Name of issuer:
Mandalay Resort Group
Item 1b) Address of issuer's principal executive offices:
3950 Las Vegas Boulevard South
Las Vegas, NV 89119
Item 2a) Name of person filing:
Legg Mason, Inc.
Item 2b) Address of principal business office:
100 Light Street
Baltimore, Maryland 21202
Item 2c) Citizenship:
Maryland Corporation
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 562567107
Item 3) If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) , check whether the person filing is a:
(a) [ ] Broker or dealer under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to ERISA of 1974 or Endowment Fund; see
240.13d-1(b)(ii)(F).
(g) [X] Parent holding company, in accordance with 240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H).
Item 4) Ownership:
(a) Amount beneficially owned:
12,216,260*
(b) Percent of Class:
13.47%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
9,978,470*
(ii) shared power to vote or to direct the vote:
2,237,790*
(iii) sole power to dispose or to direct the disposition of:
9,978,470*
(iv) shared power to dispose or to direct the disposition of:
2,237,790*
Item 5) Ownership of Five Percent or less of a class:
n/a
Item 6) Ownership of more than Five Percent on behalf of another
person:
n/a
Item 7) Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding company:
Legg Mason Fund Adviser, Inc., as investment adviser with
discretion
Legg Mason Wood Walker, Inc., as broker/dealer with
discretion
Legg Mason Capital Management, Inc., as investment adviser
with discretion
Legg Mason Trust, fsb, as a trust company with discretion
Bartlett and Co., as investment adviser with discretion
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 acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
-------------------------
Date
Signature
Timothy C. Scheve, Executive Vice President, Legg Mason, Inc.
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Name/Title
*7,000,000 (7.73%) shares are held by Legg Mason Value Trust, Inc., with
Legg Mason Fund Adviser, Inc. having power to dispose thereof. The
remainder are held by: Legg Mason Special Investment Trust, Inc.,
LM Value Institutional Portfolio, the Value Fund, and the Equity Portfolio of
Ohio National Fund, Inc., with Legg Mason Fund Adviser, Inc. having power
to dispose thereof; by various clients of Bartlett & Co.,Legg Mason
Capital Management, Inc., Legg Mason Wood Walker, Inc. and Legg Mason
Trust, fsb, which have power to dispose thereof.
