Sec Form 4 Filing - JAMES THOMAS A @ RAYMOND JAMES FINANCIAL INC - 2013-01-28

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 JAMES THOMAS 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) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 880 CARILLON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2013 (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 01/28/2013 S 213,784 D $ 44.5155 ( 1 ) 12,668,078 D Common Stock 01/29/2013 S 86,216 D $ 44.6765 ( 2 ) 12,581,862 D Common Stock 1,026,421 ( 3 ) I ESOP Common Stock 711,305 ( 4 ) I Helen James Minck Trust Common Stock 121,931 ( 5 ) I James' Grandchildren's Trust Common Stock 1,325,508 ( 6 ) I Robert A. James Trust Common Stock 48,087 I Spouse

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 Performance Restricted Stock Units ( 7 ) 09/30/2015( 8 ) 03/15/2016 Common Stock 2,936 2,936 D Restricted Stock Units ( 7 ) 12/14/2015 12/14/2015 Common Stock 2,936 2,936 D Restricted Stock Units ( 7 ) 12/15/2013 12/15/2013 Common Stock 11,908 11,908 D Restricted Stock Units ( 7 ) 12/15/2014 12/15/2014 Common Stock 10,312 10,312 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JAMES THOMAS A 880 CARILLON PARKWAY ST. PETERSBURG, FL33716 X X Executive Chairman Signatures /s/ Thomas A. James by Paul L. Matecki as Attorney-in-Fact 01/30/2013 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 from $44.46 to $44.63, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.47 to $44.79, 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. ( 3 )Includes number of shares acquired under ESOP through January 28, 2013. ( 4 )The reporting person became the beneficial owner of these shares as a result of becoming the successor trustee on September 26, 2011 under the Helen James Minck Trust U/A DTD February 4, 1960, as further Amended and Restated on April 9, 2009. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 5 )The reporting person is the trustee of the Trust. These securities are held in the Trust for the benefit of the grandchildren of the reporting person's father. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 6 )The reporting person is the trustee of the Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 7 )Each restricted stock unit represents a contingent right to receive one share of RJF common stock upon vesting and dividend equivalents. ( 8 )The vesting of these performance-vesting 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%.

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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