FRANKLIN RESOURCES INC — Director's Dealing 2014

Nov 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2014-11-04

Reporting Person: JOHNSON JENNIFER M (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-04	Common Stock, par value $.10	A	28736	$55.68	Acquired	1455029.1082	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: Of the amount of securities beneficially owned, 56,436 shares represent unvested restricted 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.

F4: Business limited partnership under control of Reporting Person.

F5: Business trust for the benefit of Reporting Person and Reporting Person's children.

F6: 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.