FRANKLIN RESOURCES INC — Director's Dealing 2014

Sep 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2014-09-03

Reporting Person: JOHNSON GREGORY E (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-16	Common Stock, par value $.10	G	514	—	Acquired	1862018	Direct
2013-12-16	Common Stock, par value $.10	G	1028	—	Acquired	61958	Indirect
2013-12-16	Common Stock, par value $.10	G	514	—	Acquired	16078	Indirect
2013-12-18	Common Stock, par value $.10	G	180	—	Disposed	1861838	Direct
2013-12-24	Common Stock, par value $.10	G	986	—	Disposed	1860852	Direct
2013-12-24	Common Stock, par value $.10	G	986	—	Acquired	62944	Indirect
2014-03-18	Common Stock, par value $.10	G	3810	—	Disposed	1857042	Direct
2014-05-05	Common Stock, par value $.10	G	283	—	Disposed	1856759	Direct
2014-06-05	Common Stock, par value $.10	G	2728	—	Disposed	1854031	Direct
2014-06-05	Common Stock, par value $.10	G	91	—	Disposed	1853940	Direct
2014-06-23	Common Stock, par value $.10	G	2193	—	Disposed	1851747	Direct
2014-09-03	Common Stock, par value $.10	S	50000	$56.7655	Disposed	1801747	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	4730.6718	Indirect
Common Stock, par value $.10	2565000	Indirect
Common Stock, par value $.10	8100	Indirect
Common Stock, par value $.10	396000	Indirect

Footnotes

F1: Not applicable.

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

F3: Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.41 to $56.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff on the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: Of the amount of securities beneficially owned, 155,758 shares represent unvested restricted stock awards.

F6: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of July 11, 2014.

F7: Business limited partnership under control of Reporting Person.

F8: Business trust for the benefit of Reporting Person and Reporting Person's children.

F9: 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.