FRANKLIN RESOURCES INC — Director's Dealing 2012

Dec 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2012-12-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-05	Common Stock, par value $.10	S	20000	$127.4043	Disposed	875000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	720886	Direct
Common Stock, par value $.10	20104	Indirect
Common Stock, par value $.10	1518.503	Indirect
Common Stock, par value $.10	5085	Indirect
Common Stock, par value $.10	2700	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging form $127.06 to $127.97, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff on the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Of the amount of securities beneficially owned, 112,610 shares represent unvested restricted stock awards.

F3: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 12, 2012.

F5: Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

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