FRANKLIN COVEY CO — Director's Dealing 2011

Jul 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN COVEY CO (FC)
CIK: 0000886206
Period of Report: 2011-07-15

Reporting Person: Covey Michael Sean Merrill (SVP Innovations and Marketing)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-15	stock units	$	A	44118	Acquired	2016-07-15	common shares (44118)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive on share of common stock of Franklin Covey Co. The stock units shall vest at such time as the five day average closing price of the common stock equals or exceeds $17.00 per share (the "Condition"), however, if the Condition is not satisfied by July 15, 2014 but is satisfied after that date but prior to the expiration date, then half of the stock units will vest.