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FRANKLIN RESOURCES INC Director's Dealing 2012

Nov 7, 2012

30512_dirs_2012-11-06_9bb427bf-2860-4dc2-8c40-d68d3dc7b8ff.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-11-05 Common Stock, par value $.10 A 52271 $131.05 Acquired 709083 Direct
2012-11-05 Common Stock, par value $.10 A 11803 Acquired 720886 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 20104 Indirect
Common Stock, par value $.10 1518.503 Indirect
Common Stock, par value $.10 895000 Indirect
Common Stock, par value $.10 5085 Indirect
Common Stock, par value $.10 2700 Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 112,610 shares represented 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, November 2, 2010 and November 3, 2011, the Reporting Person was granted certain restricted 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.

F4: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F5: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 12, 2012.

F6: Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

F7: Business trust for the benefit of Reporting Person and Reporting Person's children.