Sec Form 4 Filing - JOHNSON GREGORY E @ FRANKLIN RESOURCES INC - 2013-11-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
JOHNSON GREGORY E
2. Issuer Name and Ticker or Trading Symbol
FRANKLIN RESOURCES INC [ BEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, CEO and President
(Last) (First) (Middle)
C/O FRANKLIN RESOURCES, INC., ONE FRANKLIN PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
11/04/2013
(Street)
SAN MATEO, CA94403-1906
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.10 11/04/2013 M 25,314 A $ 15.16 1,731,584 D
Common Stock, par value $.10 11/04/2013 S 25,314 D $ 53.7411 ( 1 ) 1,706,270 D
Common Stock, par value $.10 11/04/2013 A 155,234 A $ 53.79 1,861,504 ( 2 ) D
Common Stock, par value $.10 11/04/2013 A 29,950 ( 3 ) A $ 0 ( 4 ) 1,891,454 ( 2 ) D
Common Stock, par value $.10 60,930 I As A Trustee For Minor Child ( 5 )
Common Stock, par value $.10 4,700.158 I By 401(k) ( 6 )
Common Stock, par value $.10 2,565,000 I By Business Limited Partnership ( 7 )
Common Stock, par value $.10 8,100 I By Business Trust ( 8 )
Common Stock, par value $.10 15,564 I By Spouse ( 9 )
Common Stock, par value $.10 396,000 I By Venture Limited Partnership ( 10 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 15.16 11/04/2013 M 25,314 09/30/2004 11/11/2013 Common Stock, par value $.10 25,314 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOHNSON GREGORY E
C/O FRANKLIN RESOURCES, INC.
ONE FRANKLIN PARKWAY
SAN MATEO, CA94403-1906
X Chairman, CEO and President
Signatures
/s/ Maria Gray, Attorney-in-Fact 11/06/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging form $53.66 to $53.82, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff on the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )Of the amount of securities beneficially owned, 328,574 shares represent unvested restricted stock awards (excluding the unvested restricted stock units scheduled to vest on November 29, 2013 as reported in footnote 3).
( 3 )On November 2, 2010, November 3, 2011 and November 5, 2012, 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 4, 2013, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2013 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on November 29, 2013.
( 4 )Not applicable.
( 5 )Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares.
( 6 )Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 15, 2013.
( 7 )Business limited partnership under control of Reporting Person.
( 8 )Business trust for the benefit of Reporting Person and Reporting Person's children.
( 9 )Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.
( 10 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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