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FRANKLIN RESOURCES INC Director's Dealing 2011

Nov 16, 2011

30512_dirs_2011-11-16_0f9fa588-acda-4668-a393-d195d319321c.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: 2011-11-15

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-15 Common Stock, par value $.10 M 52972.0000 $36.3000 Acquired 714800.0000 Direct
2011-11-15 Common Stock, par value $.10 S 52972.0000 $105.1293 Disposed 661828.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-15 Stock Option (Right to Buy) $36.3000 M 52972.0000 Disposed 2011-11-19 Common Stock, par value $.10 (52972.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 19566.0000 Indirect
Common Stock, par value $.10 1471.2140 Indirect
Common Stock, par value $.10 895000.0000 Indirect
Common Stock, par value $.10 5085.0000 Indirect
Common Stock, par value $.10 2700.0000 Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 101,943 shares represent unvested awards of restricted stock.

F2: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.830 to $105.325, 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 are held by the Reporting Person as trustee for the Reporting Person's minor children. The Reporting Person disclaims any beneficial ownership of such shares.

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of September 30, 2011.

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

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

F7: Not Applicable.