FRANKLIN RESOURCES INC — Director's Dealing 2011

Nov 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2011-11-03

Reporting Person: JOHNSON JENNIFER M (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-21	Common Stock, par value $.10	G	230.0000	—	Disposed	504788.0267	Direct
2011-11-03	Common Stock, par value $.10	A	12637.0000	$106.8300	Acquired	517425.0267	Direct
2011-11-03	Common Stock, par value $.10	A	1200.0000	—	Acquired	518625.0267	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	48838.0000	Indirect
Common Stock, par value $.10	506.2450	Indirect
Common Stock, par value $.10	870000.0000	Indirect
Common Stock, par value $.10	5000.0000	Indirect

Footnotes

F1: Not applicable.

F2: Of the amount of securities beneficially owned, 18,729 shares represent unvested restricted stock awards (excluding the unvested restricted stock units scheduled to vest on December 1, 2011 as reported in Footnote 3).

F3: On November 4, 2009 and November 2, 2010, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. On November 3, 2011, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2011 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2011.

F4: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F5: Reporting person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of September 30, 2011.

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