FRANKLIN RESOURCES INC — Director's Dealing 2012

Sep 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2012-08-31

Reporting Person: LUSK JOHN M (EVP-Investment Management)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-31	Common Stock, par value $.10	F	2434	$117.40	Disposed	13853.3581	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	438.943	Indirect
Common Stock, par value $.10	16911	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 6,990 shares represent unvested awards of restricted stock.

F2: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of July 13, 2012.

F3: Living trust for which Reporting Person and spouse are co-trustees with shared voting and investment power, for the benefit of Reporting Person and spouse. Shares previously reported by Reporting Person under direct shares.