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Form 4 Franklin Financial Corp For: Jan 02 Filed by: Marker Donald F

January 6, 2015 4:26 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
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 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 *
Marker Donald F
(Last) (First) (Middle)
4501 COX ROAD
(Street)
GLEN ALLEN VA 23060
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Franklin Financial Corp [ FRNK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
V.P., CFO & Secretary/Treasure
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2015
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 01/02/2015   F (1)   20,935 D $ 21.71 29,180 D  
Common Stock 01/02/2015   D   29,180 D $ 0 (2) 0 D  
Common Stock 01/02/2015   D   6,740.9625 D $ 0 (2) 0 I By ESOP
Common Stock 01/02/2015   D   30,000 D $ 0 (3) 0 I Restricted Stock
Common Stock 01/02/2015   D   13,600 D $ 0 (3) 0 I Restricted Stock II
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
Stock Option (Right to Buy) $ 13.42 01/02/2015   D     125,000   (4) 03/29/2022 Common Stock 125,000 $ 0 (4) 0 D  
Stock Option (Right to Buy) $ 18.4 01/02/2015   D     44,100 10/04/2014 (4) 10/04/2023 Common Stock 44,100 $ 0 (4) 0 D  
Explanation of Responses:
1. Upon the accelerated vesting of unvested restricted stock awards held by the reporting person at the effective time of the merger (in accordance with the Agreement and Plan of Reorganization), the reporting person incurred a tax withholding liability in payment of which he tendered 20,935 directly-owned shares.
2. Pursuant to the Agreement and Plan of Reorganization, dated as of July 14, 2014, by and among TowneBank, Franklin Financial Corporation ("Franklin") and Franklin Federal Savings Bank, at the effective time of the merger each share of Franklin was exchanged for 1.40 shares of common stock of TowneBank and cash paid in lieu of fractional shares.
3. Pursuant to the Agreement and Plan of Reorganization, as of the effective time of the merger all outstanding Franklin restricted stock awards vested (if not already vested) and each share of Franklin common stock that was formerly a Franklin restricted stock award was converted into 1.40 shares of TowneBank common stock.
4. Pursuant to the Agreement and Plan of Reorganization, each option to purchase shares of Franklin common stock, whether vested or unvested, that was outstanding immediately prior to the effective date of the merger was converted into cash in an amount equal to the product of (i) the average of the closing price per share of TowneBank common stock for a specified period prior to the closing date of the merger multiplied by the exchange ratio minus the per share exercise price of such option, and (ii) the number of shares of Franklin common stock subject to such option.
Joseph J. Bradley, Attorney-in-Fact 01/06/2015
** 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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