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Form 4 FRANKLIN RESOURCES INC For: Feb 23 Filed by: JOHNSON CHARLES B

February 24, 2015 1:00 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
JOHNSON CHARLES B
(Last) (First) (Middle)
C/O FRANKLIN RESOURCES, INC.
ONE FRANKLIN PARKWAY
(Street)
SAN MATEO CA 94403-1906
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FRANKLIN RESOURCES INC [ BEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, par value $.10 12/15/2014   G V 12,975 D $ 0 (1) 97,355,066 D  
Common Stock, par value $.10 02/23/2015   J (2)   150,000 D $ 53.905 (2) 97,536,766 (3) D  
Common Stock, par value $.10 02/23/2015   J (4)   150,000 D $ 53.905 (4) 1,350,000 I By Spouse
Common Stock, par value $.10               20,888.3297 I By 401(k) (5)
Common Stock, par value $.10               4,186,651 I By IRA
Common Stock, par value $.10               817,800 I By Trust Held By Spouse (6)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Not applicable.
2. Transfer of shares by the Reporting Person to an irrevocable grantor retained annuity trust created by the Reporting Person and having an independent trustee, in partial repayment of a promissory note from the Reporting Person.
3. Pursuant to a required minimum distribution from Individual Retirement Account (IRA) on December 19, 2014, balance includes 331,700 shares previously reported by the reporting person as indirect shares held through his IRA.
4. Transfer of shares by the Reporting Person's spouse to an irrevocable grantor retained annuity trust created by the Reporting Person's spouse and having an independent trustee, in partial repayment of a promissory note from the Reporting Person's spouse.
5. Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of January 31, 2015.
6. Trust of which Reporting Person's spouse is the lifetime beneficiary.
/s/ Charles B. Johnson 02/24/2015
** Signature of Reporting Person Date
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.

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