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: JOHNSON JENNIFER M (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-05	Common Stock, par value $.10	A	9730	$131.05	Acquired	539088.3359	Direct
2012-11-05	Common Stock, par value $.10	A	4315	—	Acquired	543403.3359	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: Of the amount of securities beneficially owned, 20,683 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 stock units bubject 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 fisal 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: Business trust for the benefit of Reporting Person and Reporting Person's children.