Sec Form 4 Filing - Raney Steven M @ RAYMOND JAMES FINANCIAL INC - 2017-11-29

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) 11/29/2017 (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 11/29/2017 A 822 ( 1 ) A $ 0 26,962 ( 2 ) D Common Stock 11/30/2017 M 7,500 A $ 55.49 34,462 ( 2 ) D Common Stock 11/30/2017 M 2,500 A $ 48.2 36,962 ( 2 ) D Common Stock 11/30/2017 M 2,500 A $ 37.87 39,462 ( 2 ) D Common Stock 11/30/2017 F 1,072 D $ 88.3 38,390 ( 2 ) D Common Stock 11/30/2017 S( 3 ) 9,890 D $ 88.9501 ( 4 ) 28,500 ( 2 ) D Common Stock 1,524 ( 5 ) 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) $ 55.49 11/30/2017 M 7,500 ( 6 ) 11/20/2021 Common Stock 7,500 $ 0 5,000 D Employee Stock Option (right to buy) $ 48.2 11/30/2017 M 2,500 ( 7 ) 11/21/2020 Common Stock 2,500 $ 0 2,500 D Employee Stock Option (right to buy) $ 37.87 11/30/2017 M 2,500 ( 8 ) 11/29/2019 Common Stock 2,500 $ 0 0 D Restricted Stock Units ( 9 ) 11/30/2017 A 5,000 ( 10 ) 11/30/2022 Common Stock 5,000 $ 0 5,000 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 Jonathan J. Doyle as Attorney-in-Fact 12/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting of Performance Restricted Stock Units (PRSUs) granted on 12/15/2014. ( 2 )Includes 77 shares of common stock acquired on March 2, 2017, 85 shares of common stock acquired on June 2, 2017, and 79 shares of common stock acquired on September 5, 2017, pursuant to the registrant's Employee Stock Purchase Plan. ( 3 )The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. ( 4 )Reflects the weighted average sale price. The range of prices for such transaction was $88.90 to $89.05. ( 5 )Includes shares of common stock acquired under the reporting person's Employee Stock Ownership Plan (ESOP) account through November 28, 2017. ( 6 )On November 20, 2014, the reporting person received a grant of 12,500 stock options. Stock options vested 60% on 11/20/2017, and will vest 20% on 11/20/2018, and 20% on 11/20/2019. ( 7 )The stock option vested 60% on 11/21/2016, 20% on 11/21/2017, and will vest 20% on 11/21/2018. ( 8 )The stock option vested 60% on 11/29/2015, 20% on 11/29/2016, and 20% on 11/29/2017. ( 9 )Each Restricted Stock Unit (RSU) represents a contingent right to receive, upon vesting of the award: (i) one share of common stock, and (ii) accrued cash in lieu of dividends. ( 10 )RSUs vest 60% on 11/30/2020, 20% on 11/30/2021, and 20% on 11/30/2022.

Remarks: This Form 4 reports (1) the acquisition by the reporting person of common stock resulting from the vesting of RSUs granted on 12/15/2014 based on the company's attaining certain levels of average after-tax return-on-equity over a three-year measurement period, (2) a grant of Restricted Stock Units (RSUs) to the reporting person, (3) the partial exercise of employee stock options granted on (i) 11/21/2013 and (ii) 11/20/2014, (4) exercise of stock options with respect to shares of common stock and disposition of shares of common stock to the issuer to cover the exercise price, and (5) the open market sale by the reporting person of shares of common stock.

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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