FRANKLIN RESOURCES INC — Director's Dealing 2014

Dec 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2014-11-28

Reporting Person: Yun William Young (EVP-Alternative Strategies)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-28	Common Stock, par value $.10	F	1355	$56.86	Disposed	159594.0361	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	6531	Indirect
Common Stock, par value $.10	15197.4685	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 15,639 shares represent unvested restrick stock awards.

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

F3: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 10, 2014.