FRANKLIN RESOURCES INC — Director's Dealing 2018

Dec 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2018-12-06

Reporting Person: JOHNSON JENNIFER M (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-06	Common Stock, par value $.10	G	940	—	Acquired	1663844.9092	Direct
2018-12-06	Common Stock, par value $.10	G	4700	—	Acquired	177844	Indirect
2018-12-10	Common Stock, par value $.10	A	8455	—	Acquired	1672299.9092	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	1939.2118	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: On November 3, 2015, 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 December 10, 2018, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2018 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 20, 2018.

F4: Of the amount of securities beneficially owned, 125,980 shares represent unvested restricted stock awards (which excludes the unvested restricted stock unites scheduled to vest on December 20, 2018 as reported in Footnote 3).

F5: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 12, 2018.

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.