SEC Form 4
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)
12/23/2014
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 12/23/2014 J(1) 51,198 A $0.0000 96,628 D
Common Stock 12/23/2014 F(2) 18,295 D $21.93 78,333 D
Common Stock 12/29/2014 J(3) V 28,218 D $0.0000 50,115 D
Common Stock 12/23/2014 J(1) 51,198.4207 D $0.0000 0.0000 I By deferred compensation plan
Common Stock 6,740.9625 I By ESOP
Common Stock 30,000 I Restricted Stock(4)
Common Stock 13,600 I Restricted Stock II(5)
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 (6) 03/29/2022 Common Stock 125,000 125,000 D
Stock Option (Right to Buy) $18.4 10/04/2014(7) 10/04/2023 Common Stock 44,100 44,100 D
Explanation of Responses:
1. The transaction represents a distribution of shares of common stock credited to the Reporting Person under the plan. The distribution was made as a result of the termination of the plan and the Reporting Person's subsequent termination of service with Franklin Financial Corporation in connection with the proposed merger of Franklin Financial Corporation with and into TowneBank, with TowneBank as the surviving entity. The distributed shares are now held directly by the Reporting Person.
2. On December 23, 2014, 51,198 shares previously reported as held indirectly by the Reporting Person under the deferred compensation plan were distributed and are now reported as held directly. Also on December 23, 2014, the Reporting Person tendered 18,295 of his directly held shares to Franklin Financial Corporation for tax withholding purposes, leaving a beneficial ownership amount of 78,333 shares held directly.
3. Represents a transfer of shares pursuant to a final divorce decree.
4. Shares vest at a rate of 10,000 annually (20% of the original grant) beginning on March 29, 2013, subject to the achievement of certain performance metrics over an October 1 to September 30 annual performance period. Any portion of an award not vested in prior years may vest on a later vesting date during the performance period if, as of such date, the Issuer has met the specified performance target. Any shares not vested after the fifth vesting date will be forfeited. The Board of Directors has deemed that the performance metrics have been met for the October 1, 2013 to September 30, 2015 performance periods.
5. Restricted stock vests in five equal annual installments, beginning on October 4, 2014, the first anniversary of the date of the award.
6. Stock options vest in five equal annual installments beginning on March 29, 2013, the first anniversary of the date of the grant.
7. Stock options vest in five equal annual installments beginning on October 4, 2014, the first anniversary of the date of the grant.
/s/ Donald F. Marker 12/31/2014
** 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.