FRANKLIN RESOURCES INC — Director's Dealing 2014

Jun 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2014-06-20

Reporting Person: Yun William Young (EVP-Alternative Strategies)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-20	Common Stock, par value $.10	G	750	—	Acquired	5781	Indirect
2013-12-20	Common Stock, par value $.10	G	750	—	Disposed	174423.1361	Direct
2013-12-31	Common Stock, par value $.10	G	750	—	Acquired	6531	Indirect
2014-06-20	Common Stock, par value $.10	S	25000	$57.8356	Disposed	149923.0361	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	15130.005	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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging form $57.83 to $57.88, 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.

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of April 11, 2014.