FRANKLIN RESOURCES INC — Director's Dealing 2015

May 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2015-05-19

Reporting Person: LUSK JOHN M (EVP-Investment Management)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-19	Common Stock, par value $.10	S	15000	$51.6338	Disposed	72258	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	47501.4903	Direct
Common Stock, par value $.10	1394.1781	Indirect

Footnotes

F1: Since last filing, includes 1,446 shares previously reported by Reporting Person under direct shares.

F2: Revocable living trust for which Reporting Person and spouse are co-trustees with shared voting and investment power, for the benefit of Reporting Person and spouse.

F3: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of April 15, 2015.