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FRANKLIN RESOURCES INC Director's Dealing 2009

Aug 21, 2009

30512_dirs_2009-08-21_51916a21-654c-44d8-862b-a0c1ba7ade53.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2009-08-19

Reporting Person: JOHNSON GREGORY E (Director, CEO and President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-04-02 Common Stock, par value $.10 G 1710 Disposed 605481 Direct
2009-05-01 Common Stock, par value $.10 G 250 Disposed 605231 Direct
2009-05-19 Common Stock, par value $.10 G 110 Disposed 605121 Direct
2009-06-01 Common Stock, par value $.10 G 1056 Disposed 604065 Direct
2009-08-19 Common Stock, par value $.10 S 22000 $92.3262 Disposed 572065 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 18158 Indirect
Common Stock, par value $.10 1404.254 Indirect
Common Stock, par value $.10 940000 Indirect
Common Stock, par value $.10 4821 Indirect
Common Stock, par value $.10 2700 Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 95,114 shares represent unvested awards of restricted stock.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.00 to $92.58, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Shares held by the Reporting Person as trustee for the Reporting Person's minor children. The Reporting Person disclaims beneficial ownership of such shares.

F4: Reporting Person holds shares in the Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of June 15, 2009.

F5: Shares held by a member of the Reporting Person's immediate family. The Reporting Person disclaims beneficial ownership of such shares.

F6: Business trust for the benefit of the Reporting Person and the Reporting Person's children.