FRANKLIN RESOURCES INC — Director's Dealing 2012

Nov 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2012-11-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-28	Common Stock, par value $.10	S	11500	$131.4841	Disposed	531903.3359	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	48838	Indirect
Common Stock, par value $.10	522.515	Indirect
Common Stock, par value $.10	870000	Indirect
Common Stock, par value $.10	5000	Indirect

Footnotes

F1: The price reposted in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging from $131.19 to $131.67, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of 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: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F3: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 12, 2012.

F4: Business trust for the benefit of Reporting Person and Reporting Person's children.