Sec Form 5 Filing - SAYLER VAN C @ RAYMOND JAMES FINANCIAL INC - 2011-09-30

FORM 5 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 SAYLER VAN C 2. Issuer Name and Ticker or Trading Symbol RAYMOND JAMES FINANCIAL INC [ RJF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 880 CARILLON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2011 (Street) ST. PETERSBURG, FL33716 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 50,658 D Common Stock 25,191 ( 1 ) I ESOP

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 Employee Stock Option (right to buy) $ 25.28 ( 2 ) 01/24/2015 Common Stock 25,000 25,000 D Employee Stock Option (right to buy) $ 30.44 11/27/2010 01/27/2014 Common Stock 15,000 15,000 ( 3 ) D Employee Stock Option (right to buy) $ 24.9733 12/01/2008 02/01/2012 Common Stock 15,000 15,000 D Restricted Stock Units ( 4 ) 12/15/2013 12/15/2013 Common Stock 10,654 10,654 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAYLER VAN C 880 CARILLON PARKWAY ST. PETERSBURG, FL33716 Senior Vice President Signatures /s/ Van C. Sayler by Paul L. Matecki as Attorney-in-Fact 11/08/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes number of shares acquired under ESOP through September 30, 2011 ( 2 )Options becoming exercisable - 15,000 on 11/24/2012, 5,000 on 11/24/2013, 5,000 on 11/24/2014 ( 3 )Options currently exercisable - 9,000; Options becoming exercisable - 208 on 11/27/2011, 2,792 on 1/27/2012 and 3,000 on 1/27/2013 ( 4 )Each restricted stock unit represents a contingent right to receive one share of RJF common stock upon vesting.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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