FRANKLIN RESOURCES INC — Director's Dealing 2015

Feb 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2015-02-03

Reporting Person: LEWIS KENNETH A (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Common Stock, par value $.10	S	3000	$53.045	Disposed	116800.517	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1789.2949	Indirect
Common Stock, par value $.10	17678	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.0400 to $53.0500, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff on the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Of the amount of securities beneficially owned, 41,841 shares represent unvested restricted stock awards.

F3: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of November 30, 2014.

F4: Revocable family trust for which Reporting Person and spouse are co-trustees with shared voting and investment power.