FRANKLIN RESOURCES INC — Director's Dealing 2016

Dec 8, 2016

SEC Form 4/A — Form 4/A

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2016-11-01

Reporting Person: JOHNSON JENNIFER M (Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock, par value $.10	A	5595	—	Acquired	1522812.2867	Direct

Footnotes

F1: On November 2, 2016, the Reporting Person reported that 11,232 restricted stock performance units were scheduled to vest on December 1, 2016 (following certification of certain performance criteria by the Issuer's Compensation Committee on November 1, 2016). The number of shares reported in Column 4 of this Amendment reflects the correct number of such restricted stock units that vested on December 1, 2016.

F2: Not applicable.