FRANKLIN RESOURCES INC — Director's Dealing 2019

Nov 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2019-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-01	Common Stock, par value $.10	A	101605	$28.05	Acquired	2265785	Direct
2019-11-01	Common Stock, par value $.10	A	17916	—	Acquired	2283701	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	77224	Indirect
Common Stock, par value $.10	5822.6372	Indirect
Common Stock, par value $.10	2565000	Indirect
Common Stock, par value $.10	8100	Indirect
Common Stock, par value $.10	20739	Indirect
Common Stock, par value $.10	396000	Indirect

Footnotes

F1: On November 2, 2018, 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 1, 2019, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2019 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on November 29, 2019.

F2: Not applicable.

F3: Of the amount of securities beneficially owned, 188,646 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on November 29, 2019 as reported in Footnote 1).

F4: Shares held by Reporting Person as trustee for Reporting Person's 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 11, 2019.

F6: Business limited partnership under control of Reporting Person.

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

F8: Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.

F9: 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.