X0303 5 2009-09-30 0 0 0000038777 FRANKLIN RESOURCES INC BEN 0001010261 JOHNSON RUPERT H JR C/O FRANKLIN RESOURCES, INC. ONE FRANKLIN PARKWAY SAN MATEO CA 94403-1906 1 1 1 Vice Chairman Common Stock, par value $.10 2008-12-16 5 G 0 31070 0 D 34924415 D Common Stock, par value $.10 2008-12-22 5 G 0 17000 0 D 34907415 D Common Stock, par value $.10 2008-12-29 5 G 0 22000 0 D 34957415 D Common Stock, par value $.10 2009-09-15 5 G 0 100000 0 D 34857415 D Common Stock, par value $.10 6656.055 I By 401(k) Common Stock, par value $.10 1803245 I By IRA Common Stock, par value $.10 3372 I By Spouse Not applicable. Pursuant to a share rollover on December 16, 2008, includes 180,000 shares previously owned indirectly by the Reporting Person through an individual retirement account (IRA). In addition, balance reflects a 16,530 share reduction from previously filed reports, thereby correcting a share ownership discrepancy. Pursuant to a share rollover on December 29, 2008, includes 72,000 shares previously owned indirectly by the Reporting Person through an individual retirement account (IRA). Reporting person holds shares in the Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of September 30, 2009. Shares are held by a member of the reporting person's immediate family. Reporting person disclaims beneficial ownership of such shares. This report excludes 418,911 shares held by a separate non-profit foundation organized under Section 501(c)(3) of the Internal Revenue Code, for which the Reporting Person serves as a trustee. Such shares were previously reported by the Reporting Person as indirect shares, which shares are not reportable by the Reporting Person and have therefore been removed. RUPERT H. JOHNSON Jr. 2009-11-05