Sec Form 4 Filing - Raney Steven M @ RAYMOND JAMES FINANCIAL INC - 2014-11-26

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 Raney Steven M 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 & CEO RJBank (Last) (First) (Middle) 880 CARILLON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2014 (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 11/26/2014 M 3,955 A $ 25.28 21,959 ( 1 ) D Common Stock 11/26/2014 M 200 A $ 25.28 22,159 D Common Stock 11/26/2014 S 150 D $ 56.25 22,009 D Common Stock 11/26/2014 F 1,771 D $ 56.45 20,238 D Common Stock 1,200 ( 2 ) 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 11/26/2014 M 200 ( 3 ) 01/24/2015 Common Stock 200 $ 0 0 D Employee Stock Option (right to buy) $ 25.28 11/26/2014 M 3,955 ( 4 ) 01/24/2016 Common Stock 3,955 $ 0 3,955 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Raney Steven M 880 CARILLON PARKWAY ST. PETERSBURG, FL33716 President & CEO RJBank Signatures /s/ Steven M. Raney by Paul L. Matecki as Attorney-in-Fact 12/01/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 113 shares of common stock previously acquired pursuant to the registrant's Employee Stock Purchase Plan. ( 2 )Includes shares of common stock acquired under the reporting person's Employee Stock Ownership Plan (ESOP) account through November 19, 2014. ( 3 )200 options became exercisable on 11/24/2014. ( 4 )3,955 options became exercisable on 11/24/2014; the remaining 3,955 will become exercisable on 01/24/2015.

Remarks: This Form 4 reports (i) the sale of 150 shares of common stock, (ii) the exercise for cash of 200 employee stock options, and (iii) the exercise of 3,955 employee stock options and related disposition of 1,771 shares ofcommon stock to the issuer to cover the exercise price therefor.

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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