Sec Form 4 Filing - Dowdle Jeffrey A @ RAYMOND JAMES FINANCIAL INC - 2012-08-13

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Dowdle Jeffrey A 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) President, AMS - RJA (Last) (First) (Middle) 880 CARILLON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2012 (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 08/13/2012 S 900 D $ 34.44 ( 1 ) 1,500 ( 2 ) I by Daughter ER Common Stock 08/13/2012 S 1,500 D $ 34.4689 ( 3 ) 1,500 ( 2 ) I UTMA Custodian for Son JA Common Stock 08/13/2012 S 1,500 D $ 34.4713 ( 4 ) 1,500 ( 2 ) I UTMA Custodian for Son MS Common Stock 35,284 D Common Stock 6,914 ( 5 ) I ESOP Common Stock 10,000 ( 6 ) I Mary R. Dowdle Trust Common Stock 1,500 ( 2 ) I UTMA Custodian for Daughter EC Common Stock 1,500 ( 2 ) I UTMA Custodian for Son GT

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 ( 7 ) 01/22/2017 Common Stock 10,000 10,000 D Employee Stock Option (right to buy) $ 30.44 ( 8 ) 01/27/2013 Common Stock 7,500 7,500 D Employee Stock Option (right to buy) $ 25.28 ( 9 ) 11/24/2015 Common Stock 8,000 8,000 D Restricted Stock Units ( 10 ) 12/15/2013 12/15/2013 Common Stock 4,317 4,317 D Restricted Stock Units ( 10 ) 12/15/2014 12/15/2014 Common Stock 6,111 6,111 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dowdle Jeffrey A 880 CARILLON PARKWAY ST. PETERSBURG, FL33716 President, AMS - RJA Signatures Jeffrey A. Dowdle by Paul L. Matecki as Attorney-in-Fact 08/14/2012 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 from $34.43 to $34.46, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 2 )The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.461 to $34.485, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.46 to $34.49, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 5 )Includes number of shares acquired under ESOP through August 10, 2012 ( 6 )The reporting person is the trustee of the Trust and holds a remainder interest therein. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 7 )Options becoming exercisable - 6,000 on 11/22/14, 2,000 on 11/22/15 and 2,000 on 11/22/16. ( 8 )Options currently exercisable - 4,500; options becoming exercisable - 3,000 on 11/27/2012. ( 9 )Options becoming exercisable - 2,400 on 11/24/12, 4,000 on 11/24/13 and 1,600 on 11/24/14. ( 10 )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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.