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

OMB APPROVAL

OMB Number:			3235-0287
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^*

HELCK CHESTER B

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2013

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	01/28/2013		S		25,000	D	$44.5062⁽¹⁾	123,781	D
Common Stock								9,101⁽²⁾	I	ESOP
Common Stock								40,791	I	Spouse

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)	$35.38							⁽³⁾	01/22/2017	Common Stock	42,415		42,415	D
Employee Stock Option (right to buy)	$25.28							⁽⁴⁾	01/24/2016	Common Stock	25,000		25,000	D
Employee Stock Option (right to buy)	$37.87							⁽⁵⁾	11/29/2019	Common Stock	12,500		12,500	D
Employee Stock Option (right to buy)	$30.44							11/27/2010	01/27/2014	Common Stock	15,000		15,000⁽⁶⁾	D
Performance Restricted Stock Units	⁽⁷⁾							09/30/2015⁽⁸⁾	03/15/2016	Common Stock	4,838		4,838	D
Restricted Stock Units	⁽⁷⁾							12/14/2015	12/14/2015	Common Stock	4,838		4,838	D
Restricted Stock Units	⁽⁷⁾							12/15/2013	12/15/2013	Common Stock	9,401		9,401	D
Restricted Stock Units	⁽⁷⁾							12/15/2014	12/15/2014	Common Stock	13,750		13,750	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.50 to $44.53, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

2. Includes number of shares acquired under ESOP through January 25, 2013.

3. Options becoming exercisable - 25,449 on 11/22/2014, 8,483 on 11/22/2015 and 8,483 on 11/22/2016

4. Options currently exercisable - 15,000; options becoming exercisable - 2,090 on 11/24/2013, 3,955 on 11/24/2014, 3,955 on 01/24/2015

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

6. Currently exercisable

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

8. The vesting of these performance-vesting RSUs will be determined no later than March 15, 2016 based on the issuer's three-year average after-tax return on equity, on a GAAP basis, for the fiscal years 2013, 2014 and 2015 (the "ROE"), with vesting percentages ranging from zero to 150% of face number of RSUs based on the ROE ranging from less than 6% to equal to or greater than 18%.

	/s/ Chester B. Helck by Paul L. Matecki as Attorney-in-Fact	01/29/2013
	** 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.