FRANKLIN RESOURCES INC — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2016-11-15

Reporting Person: JOHNSON GREGORY E (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock, par value $.10	G	256	—	Disposed	2162863	Direct
2016-11-15	Common Stock, par value $.10	G	3246	—	Disposed	2159617	Direct
2016-11-16	Common Stock, par value $.10	G	260	—	Disposed	2159357	Direct
2016-11-21	Common Stock, par value $.10	G	6410	—	Disposed	2152947	Direct
2016-11-23	Common Stock, par value $.10	G	385	—	Disposed	2152562	Direct
2016-12-16	Common Stock, par value $.10	G	707	—	Acquired	2153269	Direct
2017-02-27	Common Stock, par value $.10	S	25000	$43.1792	Disposed	2128269	Direct
2016-12-16	Common Stock, par value $.10	G	1414	—	Acquired	69122	Indirect
2016-12-16	Common Stock, par value $.10	G	707	—	Acquired	18014	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	4945.6604	Indirect
Common Stock, par value $.10	2565000	Indirect
Common Stock, par value $.10	8100	Indirect
Common Stock, par value $.10	396000	Indirect

Footnotes

F1: Not applicable.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.13 to $43.26, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff on the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.

F4: Shares held by Reporting Person's spouse. 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 December 1, 2016.

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.