FRANKLIN RESOURCES INC — Director's Dealing 2016

Nov 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: JOHNSON GREGORY E (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock, par value $.10	A	89021	$33.70	Acquired	2153824	Direct
2016-11-01	Common Stock, par value $.10	A	21373	—	Acquired	2175197	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	67708	Indirect
Common Stock, par value $.10	4945.6604	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: On November 4, 2013 and November 3, 2015, 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 1, 2016, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2016 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2016.

F2: Not applicable.

F3: Of the amount of securities beneficially owned, 225,161 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2016 as reported in Footnote 1)

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 14, 2016.

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.