Sec Form 4 Filing - Augustine James N Jr @ RAYMOND JAMES FINANCIAL INC - 2012-02-23

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 Augustine James N Jr 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 - RJA (Last) (First) (Middle) 880 CARILLON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2012 (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 12,451 D Common Stock 324 ( 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) $ 27.1 02/23/2012( 2 ) A 25,000 ( 3 ) 01/22/2017 Common Stock 25,000 $ 0 25,000 D Employee Stock Option (right to buy) $ 25.28 ( 4 ) 01/24/2015 Common Stock 5,500 5,500 D Restricted Stock Units ( 5 ) 12/03/2013 12/03/2013 Common Stock 3,926 3,926 D Restricted Stock Units ( 5 ) 12/15/2014 12/15/2014 Common Stock 2,638 2,638 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Augustine James N Jr 880 CARILLON PARKWAY ST. PETERSBURG, FL33716 Senior Vice President - RJA Signatures /s/ James N. Augustine, Jr. by Paul L. Matecki as Attorney-in-Fact 02/27/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes number of shares acquired under ESOP through February 23, 2012. ( 2 )The option grant was approved by the Board of Directors on November 22, 2011, subject to shareholder approval of the 2012 Stock Incentive Plan under which the option was granted. RJF shareholders approved the plan on February 23, 2012. ( 3 )Options becoming exercisable - 15,000 on 11/22/2014, 5,000 on 11/22/2015 and 5,000 on 11/22/2016 ( 4 )Options becoming exercisable - 3,300 on 11/24/2012, 1,100 on 11/24/2013, 1,100 on 11/24/2014 ( 5 )Each restricted stock unit represents a contingent right to receive one share of RJF common stock upon vesting and dividend equivalents.

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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