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: LEWIS KENNETH A (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-05	Common Stock, par value $.10	A	7555	$131.05	Acquired	42407.839	Direct
2012-11-05	Common Stock, par value $.10	A	3271	—	Acquired	45678.839	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	573.001	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 16,495 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 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: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 12, 2012.