FRANKLIN RESOURCES INC — Director's Dealing 2014

Mar 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2014-03-12

Reporting Person: Johnson Charles Endler (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-12	Common Stock, par value $.10	A	2367	$52.83	Acquired	9241	Direct
2013-12-16	Common Stock, par value $.10	G	514	—	Acquired	6874	Direct
2013-12-16	Common Stock, par value $.10	G	1542	—	Acquired	52689	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1999800	Indirect

Footnotes

F1: Shares represent a grant of common stock under Franklin Resources, Inc.'s 2002 Universal Stock Incentive Plan, as amended and restated.

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: Not applicable.

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

F5: Business limited partnership under control of Reporting Person.