FRANKLIN RESOURCES INC — Director's Dealing 2011

Dec 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2011-12-22

Reporting Person: JOHNSON RUPERT H JR (Director, Vice Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-30	Common Stock, par value $.10	G	64000.0000	—	Disposed	35031015.0000	Direct
2011-12-22	Common Stock, par value $.10	S	200000.0000	$95.4000	Disposed	852245.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	6697.0890	Indirect
Common Stock, par value $.10	3372.0000	Indirect

Footnotes

F1: Not applicable.

F2: Pursuant to an in-kind share transfer on November 22, 2011, balance includes 250,000 shares previously reported by the reporting person as indirect shares held through his Individual Retirement Account (IRA). Pursuant to an in-kind share transfer on December 21, 2011, balance in next filing shall be adjusted to include an additional 85,000 shares previously reported by the reporting person as indirect shares held through his IRA.

F3: Reporting person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of December 15, 2011.

F4: Shares are held by a member of the reporting person's immediate family. Reporting person disclaims beneficial ownership of such shares.