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FRANKLIN RESOURCES INC Director's Dealing 2010

Dec 3, 2010

30512_dirs_2010-12-02_34543324-6134-4331-a6cf-70ebe7f615b0.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: 2010-12-01

Reporting Person: Tyle Craig Steven (EVP and General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-12-01 Common Stock, par value $.10 A 656.0000 Acquired 25419.7180 Direct
2010-12-01 Common Stock, par value $.10 F 308.0000 $117.6300 Disposed 25111.7180 Direct

Footnotes

F1: On November 4, 2009, the reporting person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. Certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2010 were achieved resulting in the acquisition on December 1, 2010 of the amount of vested shares reported in Column 4.

F2: Not Applicable.

F3: Of the amount of securities beneficially owned, 6,215 shares represent unvested awards of restricted shares.