FRANKLIN COVEY CO — Director's Dealing 2012

Sep 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN COVEY CO (FC)
CIK: 0000886206
Period of Report: 2012-09-26

Reporting Person: MCNAMARA DONALD J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-26	Common Stock	X	340877	—	Acquired	1951995	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-26	Warrant to purchase common shares	$8.00	X	1000000	Disposed	2013-03-08	common shares (1000000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	360201	Direct

Footnotes

F1: The shares were acquired on a partial net exercise of a warrant. The right ot purchase 1,000,000 common shares was surrendered in exchange for 340,877 common shares.

F2: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all reported shares for the purpose of Section 16 or for any other purpose.

F3: Owned by Knowledge Capital Investment Group. The reporting person is a principal of the Hampstead Group, LLC, the private investment firm that sponsors Knowledge Capital Investment Group.

F4: 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.

F5: 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.