FRANKLIN RESOURCES INC — Director's Dealing 2021

Nov 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN RESOURCES INC (BEN)
CIK: 0000038777
Period of Report: 2021-11-08

Reporting Person: JOHNSON JENNIFER M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-08	Common Stock, par value $.10	A	219642	$35.74	Acquired	1871438.0315	Direct
2021-11-08	Common Stock, par value $.10	A	36723	—	Acquired	1908161.0315	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.10	2191.0333	Indirect
Common Stock, par value $.10	2610000	Indirect
Common Stock, par value $.10	15000	Indirect
Common Stock, par value $.10	438444	Indirect
Common Stock, par value $.10	198000	Indirect

Footnotes

F1: On November 1, 2019 and November 5, 2020, 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 8, 2021, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2021 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2021.

F2: Not applicable.

F3: Of the amount of securities beneficially owned, 339,003 shares represented unvested restricted stock and stock unit awards (excluding the unvested restricted stock units scheduled to vest on December 1, 2021 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 31, 2021.

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 her children. Reporting Person disclaims beneficial ownership of such shares.

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.