FRANKLIN RESOURCES INC — Director's Dealing 2020

Nov 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2020-11-05

Reporting Person: JOHNSON GREGORY E (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-05	Common Stock, par value $.10	A	99976	$20.13	Acquired	2381533	Direct
2020-11-05	Common Stock, par value $.10	A	26784	—	Acquired	2408317	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	6130.2664	Indirect
Common Stock, par value $.10	2565000	Indirect
Common Stock, par value $.10	8100	Indirect
Common Stock, par value $.10	79368	Indirect
Common Stock, par value $.10	20739	Indirect
Common Stock, par value $.10	396000	Indirect

Footnotes

F1: On November 2, 2018 and November 1, 2019, 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 5, 2020, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2020 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2020.

F2: Not applicable.

F3: Of the amount of securities beneficially owned, 199,742 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2020 as reported in Footnote 1).

F4: Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 15, 2020.

F5: Business limited partnership under control of Reporting Person.

F6: Business trust for the benefit of Reporting Person and Reporting Person's children.

F7: Shares held by Reporting Person's children or by Reporting Person as trustee for his children. Reporting Person disclaims beneficial ownership of such shares.

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.