FRANKLIN RESOURCES INC — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2012-11-30

Reporting Person: Yun William Young (EVP-Alternative Strategies)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Common Stock, par value $.10	F	1412	$132.02	Disposed	57773.3547	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1065	Indirect
Common Stock, par value $.10	4866.806	Indirect

Footnotes

F1: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F2: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 12, 2012.