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: Covey Michael Sean Merrill (SVP Innovations and Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-03	common shares	M	44118	—	Acquired	237520	Direct
2013-10-03	common shares	F	16301	$19.00	Disposed	221219	Direct
2013-10-03	common shares	M	20776	—	Acquired	241995	Direct
2013-10-03	common shares	F	7677	$19.00	Disposed	234318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-03	stock unit awards	$	M	44118	Acquired	2016-07-15	common stock (44118)	Direct
2013-10-03	stock unit awards	$	M	20776	Acquired	2017-07-19	common stock (20776)	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.