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: JOHNSON GREGORY E (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-03	Common Stock, par value $.10	A	129228	$41.40	Acquired	2069512	Direct
2015-11-03	Common Stock, par value $.10	A	15782	—	Acquired	2085294	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	66352	Indirect
Common Stock, par value $.10	4846.864	Indirect
Common Stock, par value $.10	2565000	Indirect
Common Stock, par value $.10	8100	Indirect
Common Stock, par value $.10	17307	Indirect
Common Stock, par value $.10	396000	Indirect

Footnotes

F1: Of the amount of securities beneficially owned, 280,948 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 and November 4, 2013, 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: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F5: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 15, 2015.

F6: Business limited partnership under control of Reporting Person.

F7: Business trust for the benefit of Reporting Person and Reporting Person's children.

F8: Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

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.