FRANKLIN RESOURCES INC — Director's Dealing 2012

Nov 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2012-11-05

Reporting Person: Tyle Craig Steven (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-05	Common Stock, par value $.10	A	4121	$131.05	Acquired	32904.465	Direct
2012-11-05	Common Stock, par value $.10	A	328	—	Acquired	33232.465	Direct

Footnotes

F1: Of the amount of securities beneficially owned, 8,973 shares represent unvested restricted stock awards (excluding the unvested restricted stock units scheduled to vest on November 30, 2012 as reported in Footnote 2).

F2: On November 4, 2009, the Reporting Person was granted certain restriced stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. On November 5, 2012, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2012 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on November 30, 2012.

F3: Not applicable.