FRANKLIN RESOURCES INC — Director's Dealing 2016

Aug 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2016-08-25

Reporting Person: JOHNSON JENNIFER M (Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-25	Common Stock, par value $.10	S	15892	$35.9909	Disposed	1473781.8766	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	161179	Indirect
Common Stock, par value $.10	1692.9627	Indirect
Common Stock, par value $.10	2610000	Indirect
Common Stock, par value $.10	15000	Indirect
Common Stock, par value $.10	198000	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 $35.96 to $36.01, 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: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F3: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of July 15, 2016.

F4: Business limited partnership under control of Reporting Person.

F5: Business trust for the benefit of Reporting Person and Reporting Person's children.

F6: 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.