FRANKLIN RESOURCES INC — Director's Dealing 2014

Nov 21, 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: JOHNSON JENNIFER M (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-19	Common Stock, par value $.10	A	6145	—	Acquired	1461174.1082	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	151839	Indirect
Common Stock, par value $.10	1631.6421	Indirect
Common Stock, par value $.10	2610000	Indirect
Common Stock, par value $.10	15000	Indirect
Common Stock, par value $.10	198000	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, 56,436 shares represented unvested restricted stock awards (excluding the unvested restricted stock units scheduled to vest on November 28, 2014 as reported in Footnote 1).

F4: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F5: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 10, 2014.

F6: Business limited partnership under control of Reporting Person.

F7: Business trust for the benefit of Reporting Person and Reporting Person's children.

F8: Limited partnership under control of Reporting Person, and owned in part by irrevocable trusts for the benefit of Reporting Person's children. Reporting Person disclaims beneficial ownership of the children's trusts.