FRANKLIN RESOURCES INC — Director's Dealing 2017

Oct 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2017-10-25

Reporting Person: Byerwalter Mariann H (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-25	Deferred Director's Fees (FRI)	$	A	33.9751	Acquired	2036-04-20	Common Stock, par value $.10 (33.9751)	Direct

Footnotes

F1: Not applicable.

F2: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.