FRANKLIN RESOURCES INC — Director's Dealing 2014

Nov 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2014-11-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-19	Common Stock, par value $.10	A	2492	—	Acquired	49580.4903	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1373.5745	Indirect
Common Stock, par value $.10	85812	Indirect

Footnotes

F1: On November 3, 2011, November 5, 2012 and November 4, 2013, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. Effective on November 19, 2014, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2014 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on November 28, 2014.

F2: Not applicable.

F3: Of the amount of securities beneficially owned, 33,702 shares represent unvested restricted stock awards (excluding the unvested restricted stock units scheduled to vest on November 28, 2014 as reported in Footnote 1).

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 10, 2014.

F5: Revocable 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.