FRANKLIN RESOURCES INC — Director's Dealing 2016

Oct 26, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2016-09-30

Reporting Person: JOHNSON CHARLES B (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-09	Common Stock, par value $.10	G	716	—	Disposed	97645300	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	21414.0619	Indirect
Common Stock, par value $.10	4059651	Indirect
Common Stock, par value $.10	1350000	Indirect
Common Stock, par value $.10	817800	Indirect

Footnotes

F1: Not applicable.

F2: Pursuant to a required minimum distribution from Individual Retirement Account (IRA) on December 31, 2015, balance includes 127,000 shares previously reported by the reporting person as indirect shares held through his IRA.

F3: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of September 30, 2016.

F4: Trust of which Reporting Person's spouse is the lifetime beneficiary.