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: Advani Vijay Chandur (Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-03	Common Stock, par value $.10	A	47102	$41.40	Acquired	131553.5572	Direct
2015-11-03	Common Stock, par value $.10	A	12487	—	Acquired	144040.5572	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1087.7492	Indirect
Common Stock, par value $.10	277913	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 100,746 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2015 as reported in Footnoote 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.