Sec Form 4 Filing - Dowdle Jeffrey A @ RAYMOND JAMES FINANCIAL INC - 2016-11-21

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 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, Asset Mgmt Group (Last) (First) (Middle) 880 CARILLON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 11/21/2016 (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 11/17/2016 G V 353 D $ 0 34,396 D Common Stock 11/21/2016 A 2,027 ( 1 ) A $ 0 36,423 D Common Stock 11/22/2016 M 10,000 A $ 27.1 46,423 D Common Stock 11/22/2016 F 3,695 D $ 73.33 42,728 D Common Stock 7,745 ( 2 ) I ESOP Common Stock 1,500 ( 3 ) I UTMA Custodian for Daughter EC Common Stock 1,500 ( 3 ) 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 11/22/2016 M 10,000 ( 4 ) 01/22/2017 Common Stock 10,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dowdle Jeffrey A 880 CARILLON PARKWAY ST. PETERSBURG, FL33716 President, Asset Mgmt Group Signatures /s/ Jeffrey A. Dowdle by Jonathan J. Doyle as Attorney-in-Fact 11/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting of Performance Restricted Stock Units (PRSUs) granted on 12/13/2013. ( 2 )Includes shares of common stock acquired under the reporting person's Employee Stock Ownership (ESOP) account through November 21, 2016. ( 3 )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. ( 4 )Options became exercisable - 6,000 on 11/22/14, 2,000 on 11/22/15 and 2,000 on 11/22/16.

Remarks: This Form 4 reports (1) a gift of shares by the reporting person, (2) the acquisition by the reporting person of common stock resulting from the vesting of RSUs granted on 12/13/2013 based on the company's attaining certain levels of average after-tax return-on-equity over a three-year measurement period, (3) the exercise of employee stock options by the reporting person, and (4) the related disposition by the reporting person to the issuer of shares to cover the exercise price and taxes related to such exercise of employee stock options.

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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