FRANKLIN RESOURCES INC — Director's Dealing 2012

Aug 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2012-08-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-23	Common Stock, par value $.10	M	4714	$46.56	Acquired	37813.8501	Direct
2012-08-23	Common Stock, par value $.10	S	4714	$118.2938	Disposed	33099.8501	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-23	Stock Option (Right to Buy)	$46.56	M	4714	Disposed	2013-11-11	Common Stock, par value $.10 (4714)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Reflects adjustment in connection with the special cash dividend paid by Franklin Resources, Inc. on December 30, 2011.

F2: Of the amount of securities beneficially owned, 12,200 shares represent unvested awards of restricted stock.

F3: The price reported in Column 4 is a weighted price. These shares were sold in multiple transactions at prices ranging from $118.17 to 118.32, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of 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.

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.

F5: Not Applicable.