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: Advani Vijay Chandur (EVP - Global Advisory Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Common Stock, par value $.10	F	3276	$132.02	Disposed	44331.6428	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	340.79	Indirect
Common Stock, par value $.10	64738	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 40,214 shares represent unvested restricted stock awards.

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.

F3: Revocable family trust for which Reporting Person and spouse are co-trustees with shared voting and investment power.