FRANKLIN RESOURCES INC — Director's Dealing 2015

Nov 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2015-11-03

Reporting Person: LEWIS KENNETH A (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-03	Common Stock, par value $.10	A	21498	$41.40	Acquired	130309.517	Direct
2015-11-03	Common Stock, par value $.10	A	5427	—	Acquired	135736.517	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1828.9407	Indirect
Common Stock, par value $.10	17678	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 42,083 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2015 as reported in Footnote 2).

F2: On November 5, 2012, November 4, 2013 and November 4, 2014, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. On November 3, 2015, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2015 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2015.

F3: Not applicable.

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 15, 2015.

F5: Revocable family trust for which Reporting Person and spouse are co-trustees with shared voting and investment power.