FRANKLIN COVEY CO — Director's Dealing 2011

Jul 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN COVEY CO (FC)
CIK: 0000886206
Period of Report: 2011-07-26

Reporting Person: KNOWLEDGE CAPITAL INVESTMENT GROUP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-26	Common stock	X	596116	—	Acquired	1611118	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-26	Warrant to purchase common stock	$8.00	X	1913402	Acquired	2013-03-08	Common stock (1913402)	Direct

Footnotes

F1: The shares were acquired on a partial net exercise of a warrant. The right to purchase 1,913,402 common shares was surrendered in exchange for 596,116 common shares.

F2: The warrant may only be exercised by net exercise basis in which the right to purchase a number of shares of common stock is surrendered in exchange for a smaller number of shares having a market value equal to the spread between the market value and the exercise price of the shares that could be acquired by paying the cash exercise price.

F3: The warrants were issued in a reclassification in which each share of Series A Preferred Stock of the Issuer was reclassified into four shares of Series A Preferred Stock (nonconvertible) of the Issuer and a warrant to purchase shares of common stock of the Issuer. The Issuer redeemed all of its outstanding Series A Preferred Stock in 2007.