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: Yun William Young (EVP-Alternative Strategies)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-19	Common Stock, par value $.10	G	420	—	Acquired	1065	Indirect
2011-12-19	Common Stock, par value $.10	G	420	—	Disposed	52542.6327	Direct
2012-08-31	Common Stock, par value $.10	F	2082	$117.40	Disposed	50658.3547	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	4856.521	Indirect

Footnotes

F1: Not applicable.

F2: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F3: Of the amount of securities beneficially owned, 6,678 shares represent unvested awards of restricted stock.

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of July 13, 2012.