FRANKLIN RESOURCES INC — Director's Dealing 2012

Feb 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2012-02-03

Reporting Person: LEWIS KENNETH A (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-03	Common Stock, par value $.10	M	4086.0000	$31.2700	Acquired	39469.4050	Direct
2012-02-03	Common Stock, par value $.10	M	3504.0000	$46.5600	Acquired	42973.4050	Direct
2012-02-03	Common Stock, par value $.10	S	5444.0000	$115.2200	Disposed	37529.4050	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Stock Option (Right to Buy)	$31.2700	M	4086.0000	Disposed	2012-11-09	Common Stock, par value $.10 (4086.0000)	Direct
2012-02-03	Stock Option (Right to Buy)	$46.5600	M	3504.0000	Disposed	2013-11-11	Common Stock, par value $.10 (3504.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	569.1670	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 15,640 shares represent unvested awards of restricted stock.

F2: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.16 to $115.34, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Reporting person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan summary as of December 31, 2011.

F4: Reflects adjustment in connection with the special cash dividend paid by Franklin Resources, Inc. on December 30, 2011.

F5: Not Applicable.