FRANKLIN RESOURCES INC — Director's Dealing 2015

Feb 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2015-02-23

Reporting Person: JOHNSON CHARLES B (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-15	Common Stock, par value $.10	G	12975	—	Disposed	97355066	Direct
2015-02-23	Common Stock, par value $.10	J	150000	$53.905	Disposed	97536766	Direct
2015-02-23	Common Stock, par value $.10	J	150000	$53.905	Disposed	1350000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	20888.3297	Indirect
Common Stock, par value $.10	4186651	Indirect
Common Stock, par value $.10	817800	Indirect

Footnotes

F1: Not applicable.

F2: Transfer of shares by the Reporting Person to an irrevocable grantor retained annuity trust created by the Reporting Person and having an independent trustee, in partial repayment of a promissory note from the Reporting Person.

F3: Pursuant to a required minimum distribution from Individual Retirement Account (IRA) on December 19, 2014, balance includes 331,700 shares previously reported by the reporting person as indirect shares held through his IRA.

F4: Transfer of shares by the Reporting Person's spouse to an irrevocable grantor retained annuity trust created by the Reporting Person's spouse and having an independent trustee, in partial repayment of a promissory note from the Reporting Person's spouse.

F5: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of January 31, 2015.

F6: Trust of which Reporting Person's spouse is the lifetime beneficiary.