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FRANKLIN RESOURCES INC Director's Dealing 2011

Nov 7, 2011

30512_dirs_2011-11-07_f1a791c8-4fc2-4e08-8acd-5369b453259c.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: 2011-11-03

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-10-12 Common Stock, par value $.10 G 175.0000 Disposed 589396.0000 Direct
2011-11-03 Common Stock, par value $.10 A 68801.0000 $106.8300 Acquired 658197.0000 Direct
2011-11-03 Common Stock, par value $.10 A 3631.0000 Acquired 661828.0000 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: Not applicable.

F2: Of the amount of securities beneficially owned, 101,943 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 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.

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

F7: Business trust for the benefit of the Reporting Person and the Reporting Person's children.