FRANKLIN RESOURCES INC — Director's Dealing 2017

Mar 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2016-12-07

Reporting Person: JOHNSON JENNIFER M (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-07	Common Stock, par value $.10	G	1775	—	Disposed	1521037.2867	Direct
2016-12-07	Common Stock, par value $.10	G	1775	—	Acquired	162954	Indirect
2016-12-16	Common Stock, par value $.10	G	707	—	Acquired	1521744.2867	Direct
2017-03-16	Common Stock, par value $.10	S	16834.9421	$43.898	Disposed	1504909.3446	Direct
2016-12-16	Common Stock, par value $.10	G	3535	—	Acquired	166489	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1710.1193	Indirect
Common Stock, par value $.10	2610000	Indirect
Common Stock, par value $.10	15000	Indirect
Common Stock, par value $.10	198000	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: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of January 13, 2017.

F4: Business limited partnership under control of Reporting Person.

F5: Business trust for the benefit of Reporting Person and Reporting Person's children.

F6: 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.