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Raymond James Wealth Management Ltd Director's Dealing 2012

Dec 18, 2012

10792_dirs_2012-12-18_a5fb32e8-81ac-48b4-8e06-89387ba5153d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYMOND JAMES FINANCIAL INC (RJF)
CIK: 0000720005
Period of Report: 2012-12-14

Reporting Person: HELCK CHESTER B (Director, Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-14 Common Stock G 10000.0000 $0.0000 Disposed 148781.0000 Direct
2012-12-14 Common Stock G 10000.0000 $0.0000 Acquired 40791.0000 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-12-14 Performance Restricted Stock Units $ A 4838.0000 Acquired 2016-03-15 Common Stock (4838.0000) Direct
2012-12-14 Restricted Stock Units $ A 4838.0000 Acquired 2015-12-14 Common Stock (4838.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9053.0000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (right to buy) $35.3800 2017-01-22 Common Stock (42415.0000) 42415.0000 Direct
Employee Stock Option (right to buy) $25.2800 2016-01-24 Common Stock (25000.0000) 25000.0000 Direct
Employee Stock Option (right to buy) $37.8700 2019-11-29 Common Stock (12500.0000) 12500.0000 Direct
Employee Stock Option (right to buy) $30.4400 2014-01-27 Common Stock (15000.0000) 15000.0000 Direct
Restricted Stock Units $ 2013-12-15 Common Stock (9401.0000) 9401.0000 Direct
Restricted Stock Units $ 2014-12-15 Common Stock (13750.0000) 13750.0000 Direct

Footnotes

F1: This transaction involved a gift of securities by the reporting person to his spouse.

F2: Includes number of shares acquired under ESOP through December 14, 2012.

F3: Each restricted stock unit represents a contingent right to receive one share of RJF common stock upon vesting and dividend equivalents.

F4: The number of performance-vesting RSUs awarded as a portion of annual bonus under 2012 Stock Incentive Plan. The vesting of these RSUs will be determined no later than March 15, 2016 based on the issuer's three-year average after-tax return on equity, on a GAAP basis, for the fiscal years 2013, 2014 and 2015 (the "ROE"), with vesting percentages ranging from zero to 150% of face number of RSUs based on the ROE ranging from less than 6% to equal to or greater than 18%.

F5: Award of restricted stock units as portion of annual bonus under 2012 Stock Incentive Plan.

F6: Options becoming exercisable - 25,449 on 11/22/2014, 8,483 on 11/22/2015 and 8,483 on 11/22/2016

F7: Options currently exercisable - 15,000; options becoming exercisable - 2,090 on 11/24/2013, 3,955 on 11/24/2014, 3,955 on 01/24/2015

F8: The stock option vests 60% on 11/29/2015, 20% on 11/29/2016, and 20% on 11/29/2017.

F9: Options currently exercisable - 12,000; options becoming exercisable - 3,000 on 1/27/2013