FRANKLIN RESOURCES INC — Director's Dealing 2017

Nov 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2017-11-03

Reporting Person: LEWIS KENNETH A (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-03	Common Stock, par value $.10	A	16359	$42.79	Acquired	132756.517	Direct
2017-11-03	Common Stock, par value $.10	A	1796	—	Acquired	134552.517	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	17678	Indirect

Footnotes

F1: On November 4, 2014, 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 3, 2017, the Issuer's Compensation
Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2017 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1,
2017.

F2: Not applicable.

F3: Of the amount of securities beneficially owned, 35,988 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2017 as reported on Footnote 1.)

F4: Revocable family trust for which Reporting Person and spouse are co-trustees with shared voting and investment power.