FRANKLIN RESOURCES INC — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2012-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock, par value $.10	M	55197	$34.03	Acquired	712009	Direct
2012-11-01	Common Stock, par value $.10	S	55197	$131.3902	Disposed	656812	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-01	Stock Option (Right to Buy)	$34.03	M	55197	Disposed	2012-12-14	Common Stock, par value $.10 (55197)	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: Reflects adjustments in connection with the special cash dividend paid by Franklin Resources, Inc. on December 30, 2011.

F2: Of the amount of securities beneficially owned, 60,339 shares represented unvested awards of restricted stock.

F3: Reporting Person hereby confirms that, after giving effect to the Reporting Person's prior transactions on September 20, 2012, Reporting Person directly held 656,812 shares as of such date.

F4: The price reported in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging form $131.21 to $131.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff on 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.

F5: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F6: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 12, 2012.

F7: Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

F8: Business trust for the benefit of Reporting Person and Reporting Person's children.

F9: Not applicable.