FRANKLIN COVEY CO — Director's Dealing 2013

Oct 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN COVEY CO (FC)
CIK: 0000886206
Period of Report: 2013-10-03

Reporting Person: Davis Clifton Todd (VP People Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-03	common shares	M	26471	—	Acquired	33956	Direct
2013-10-03	common shares	F	8563	$19.00	Disposed	25393	Direct
2013-10-03	common shares	M	12465	—	Acquired	37858	Direct
2013-10-03	common shares	F	4033	$19.00	Disposed	33825	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-03	stock unit awards	$	M	26471	Acquired	2016-07-15	common stock (26471)	Direct
2013-10-03	stock unit awards	$	M	12465	Acquired	2017-07-19	common stock (12465)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive one share of common stock of Franklin Covey Co. upon the stock achieving a five day average closing price of at least $17.00. This stock unit was originally granted on July 15, 2011.

F2: Each stock unit represents a contingent right to receive one share of common stock of Franklin Covey Co. upon the stock achieving a five day average closing price of at least $18.05. This stock unit was originally granted on July 19, 2012.