FRANKLIN RESOURCES INC — Director's Dealing 2017

Dec 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2017-11-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-08	Common Stock, par value $.10	G	671	—	Acquired	2116886	Direct
2017-11-08	Common Stock, par value $.10	G	1342	—	Acquired	71848	Indirect
2017-11-08	Common Stock, par value $.10	G	671	—	Acquired	18685	Indirect
2017-11-27	Common Stock, par value $.10	G	6100	—	Disposed	2110786	Direct
2017-11-30	Common Stock, par value $.10	G	10000	—	Disposed	2100786	Direct
2017-12-13	Common Stock, par value $.10	G	1268	—	Disposed	2099518	Direct
2017-12-13	Common Stock, par value $.10	G	1268	—	Acquired	73116	Indirect
2017-12-19	Common Stock, par value $.10	S	49988	$43.5816	Disposed	2049530	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	5037.7761	Indirect
Common Stock, par value $.10	2565000	Indirect
Common Stock, par value $.10	8100	Indirect
Common Stock, par value $.10	396000	Indirect

Footnotes

F1: Not applicable.

F2: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F3: Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.53 to $43.62, 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.

F5: Of the amount of securities beneficially owned, 171,365 shares represent unvested restricted stock awards.

F6: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 13, 2017.

F7: Business limited partnership under control of Reporting Person.

F8: Business trust for the benefit of Reporting Person and Reporting Person's children.

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.