SEC FORM 4

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^*

Dowdle Jeffrey A

(Last)

(First)

(Middle)

880 CARILLON PARKWAY

(Street)

ST. PETERSBURG

33716

(City)

(State)

(Zip)

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, AMS - RJA

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2012		M		7,500	A	$30.44	40,809	D
Common Stock	11/30/2012		F		6,047	D	$37.75	34,762	D
Common Stock								1,500⁽¹⁾	I	by Daughter ER
Common Stock								6,949⁽²⁾	I	ESOP
Common Stock								10,000⁽³⁾	I	Mary R. Dowdle Trust
Common Stock								1,500⁽¹⁾	I	UTMA Custodian for Daughter EC
Common Stock								1,500⁽¹⁾	I	UTMA Custodian for Son GT
Common Stock								1,500⁽¹⁾	I	UTMA Custodian for Son JA
Common Stock								1,500⁽¹⁾	I	UTMA Custodian for Son MS

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$37.87	11/29/2012		A		12,500		⁽⁴⁾	11/29/2019	Common Stock	12,500	$0.0000	12,500	D
Employee Stock Option (right to buy)	$30.44	11/30/2012		M			7,500	⁽⁵⁾	01/27/2013	Common Stock	7,500	$0.0000	0.0000	D
Employee Stock Option (right to buy)	$27.1							⁽⁶⁾	01/22/2017	Common Stock	10,000		10,000	D
Employee Stock Option (right to buy)	$25.28							⁽⁷⁾	11/24/2015	Common Stock	8,000		8,000	D
Restricted Stock Units	⁽⁸⁾							12/15/2013	12/15/2013	Common Stock	4,317		4,317	D
Restricted Stock Units	⁽⁸⁾							12/15/2014	12/15/2014	Common Stock	6,111		6,111	D

Explanation of Responses:

1. 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.

2. Includes number of shares acquired under ESOP through November 29, 2012.

3. The reporting person is the trustee of the Trust and holds a remainder interest therein. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The stock option vests 60% on 11/29/2015, 20% on 11/29/2016, and 20% on 11/29/2017.

5. Options currently exercisable

6. Options becoming exercisable - 6,000 on 11/22/14, 2,000 on 11/22/15 and 2,000 on 11/22/16.

7. Options currently exercisable - 2,400; options becoming exercisable - 4,000 on 11/24/13 and 1,600 on 11/24/14.

8. Each restricted stock unit represents a contingent right to receive one share of RJF common stock upon vesting and dividend equivalents.

	Jeffrey A. Dowdle by Paul L. Matecki as Attorney-in-Fact	12/03/2012
	** 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.
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