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Section 1: SC 13G/A (SC 13G/A 2018)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No.  1_)*

Jefferies Financial Group Inc. 
(Name of Issuer)


Common Stock
(Title of Class Securities)


47233W109
 (CUSIP Number)


December 31, 2018
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which 
this Schedule is filed:
[x]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a 
reporting person?s initial filing on this form with respect to 
the subject class of securities, and for any subsequent amendment 
containing information which would alter the disclosure provided 
in a prior cover page.
The information required in the remainder of this cover page 
shall not be deemed to be ?filed? for the purpose of Section 18 
of the Securities Exchange Act of 1934 (?Act?) or otherwise 
subject to the liabilities of that section of the Act but shall 
be subject to all other provisions of the Act (however, see the 
Notes).
Persons who respond to the collection of information contained in 
this form are not required to respond unless the form displays a 
currently valid OMB control number.


CUSIP No. 47233W109


1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FIRST PACIFIC ADVISORS, LP
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
20,663,842



7
SOLE DISPOSITIVE POWER



8
SHARED DISPOSITIVE POWER
20,663,842


9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,663,842


10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)



11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4

12
TYPE  OF REPORTING PERSON (SEE INSTRUCTIONS)
IA




1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FPA FUNDS TRUST?S FPA CRESCENT FUND
13-3704901


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
16,408,210



7
SOLE DISPOSITIVE POWER




8
SHARED DISPOSITIVE POWER
16,408,210


9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,408,210


10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)



11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1

12
TYPE  OF REPORTING PERSON (SEE INSTRUCTIONS)
IV





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
20,663,842



7
SOLE DISPOSITIVE POWER




8
SHARED DISPOSITIVE POWER
20,663,842


9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,663,842


10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)



11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4

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
20,663,842



7
SOLE DISPOSITIVE POWER




8
SHARED DISPOSITIVE POWER
20,663,842


9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,663,842


10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)



11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4

12
TYPE  OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN



Item 1.
	(a)	Name of Issuer
	Jefferies Financial Group Inc.

	(b)	Address of Issuer?s Principal Executive Offices
	520 Madison Avenue, New York, NY 10022

Item 2.
	(a)	Name of Person Filing
This Schedule 13G is being filed on behalf of First 
Pacific Advisors, LP, a Delaware limited 
partnership(?FPA?),FPA Funds Trust?s FPA Crescent Fund, a 
Delaware business trust and a registered open-end 
investment company, J. Richard Atwood, and Steven T. 
Romick, each a Director of General Partner (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 partnership 
FPA Funds Trust?s FPA Crescent Fund, a Delaware business 
trust 
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
		47233W109
 
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)	[X]	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 Funds Trust?s FPA Crescent Fund, a  
	  Delaware business trust registered under 
   Section 8 of the Investment Company Act (15  
   U.S.C. 80a-8). 
	**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: 20,663,842
(b) Percent of class: 6.4
(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: 20,663,842
(iii) Sole power to dispose or to direct the 
disposition of: None
(iv) Shared power to dispose or to direct the 
disposition of: 20,663,842
	FPA Funds Trust?s FPA Crescent Fund
(a) Amount beneficially owned: 16,408,210
(b) Percent of class: 5.1
(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: 16,408,210
(iii) Sole power to dispose or to direct the 
disposition of: None
(iv) Shared power to dispose or to direct the 
disposition of 16,408,210
	J. Richard Atwood
(a) Amount beneficially owned: 20,663,842
(b) Percent of class: 6.4
(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: 20,663,842
(iii) Sole power to dispose or to direct the 
disposition of: None
(iv) Shared power to dispose or to direct the 
disposition of: 20,663,842

	Steven T. Romick
(a) Amount beneficially owned: 20,663,842
(b) Percent of class: 6.4
(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: 20,663,842
(iii) Sole power to dispose or to direct the 
disposition of: None
(iv) Shared power to dispose or to direct the 
disposition of: 20,663,842

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 20,663,842 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.
FPA Funds Trust?s Crescent Fund in its capacity as 
Investment Company may be deemed to be the beneficial 
owner of 16,408,210 shares, and it has the power to 
dispose, direct the disposition of, and vote the shares 
it owns of the issuer.
J. Richard Atwood is a Director of the General Partner. 
As a controlling person of FPA, he may be deemed to 
beneficially own 20,663,842 shares of the issuer owned by 
FPA's clients.
Steven T. Romick is a Director of the General 
Partner.  As a controlling person of FPA, he may be 
deemed to beneficially own 20,663,842 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 12, 2019


FIRST PACIFIC ADVISORS, LP


By: /s/ J. Richard Atwood 
	Name: J. Richard Atwood 
	Its: Director of General Partner

FPA FUNDS TRUST?S FPA CRESCENT FUND

By: /s/ E. Lake Setzler 
	Name: E. Lake Setzler 
	Its: Treasurer

_/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 12, 2019

FIRST PACIFIC ADVISORS, LP


By: /s/ J. Richard Atwood 
	Name: J. Richard Atwood 
	Its: Director of General Partner

FPA FUNDS TRUST?S FPA CRESCENT FUND

By: /s/ E. Lake Setzler 
	Name: E. Lake Setzler 
	Its: Treasurer

_/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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