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FRANKLIN RESOURCES INC Director's Dealing 2014

Oct 24, 2014

30512_dirs_2014-10-24_9a317b3e-c42b-4e22-a7cc-01adf35d0762.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2014-09-30

Reporting Person: JOHNSON RUPERT H JR (Director, Vice Chairman, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-12-16 Common Stock, par value $.10 G 275000 Disposed 104665045 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $.10 21480.3977 Indirect
Common Stock, par value $.10 1206735 Indirect
Common Stock, par value $.10 10116 Indirect

Footnotes

F1: Not applicable.

F2: Reflects adjustment in connection with the 3-for-1 stock split of the common stock of Franklin Resources, Inc. in the form of a stock dividend distributed on July 25, 2013 to stockholders of record at the close of business on July 12, 2013.

F3: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of September 30, 2014.

F4: Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.