FRANKLIN RESOURCES INC — Director's Dealing 2016

Nov 2, 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: Advani Vijay Chandur (Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock, par value $.10	A	42285	$33.70	Acquired	91890.5717	Direct
2016-11-01	Common Stock, par value $.10	A	13546	—	Acquired	105436.5717	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1109.9212	Indirect
Common Stock, par value $.10	342520	Indirect

Footnotes

F1: On November 4, 2013, November 4, 2014 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, 90,748 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2016 as reported on Footnote 1).

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 14, 2016.

F5: Since last filing, includes 28,972 shares previously reported by Reporting Person under direct shares.

F6: Revocable family trust for which Reporting Person and spouse are co-trustees with shared voting and investment power.