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: JOHNSON JENNIFER M (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-03	Common Stock, par value $.10	A	43235	$42.79	Acquired	1550335.8946	Direct
2017-11-03	Common Stock, par value $.10	A	1945	—	Acquired	1552280.8946	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	168229	Indirect
Common Stock, par value $.10	1733.4875	Indirect
Common Stock, par value $.10	2610000	Indirect
Common Stock, par value $.10	15000	Indirect
Common Stock, par value $.10	198000	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, 81,489 shares represent unvested restricted stock awards (which exclude the unvested restricted stock units scheduled to vest on December 1, 2017 as reported in Footnote 1).

F4: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F5: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 13, 2017.

F6: Business limited partnership under control of Reporting Person.

F7: Business trust for the benefit of Reporting Person and Reporting Person's children.

F8: 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.