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: Sethi Alok (Reg. S-K Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-03	Common Stock, par value $.10	A	5726	$42.79	Acquired	33805.668	Direct
2017-11-03	Common Stock, par value $.10	A	586	—	Acquired	34391.668	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	4582.5161	Indirect

Footnotes

F1: On November 4, 2014, November 3, 2015 and November 1, 2016 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, 5,726 shares represent unvested restricted stock awards and 14,385 shares represent unvested stock unit awards (which exclude the unvested restricted stock units scheduled to vest on December 1, 2017 as reported in 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 13, 2017.