X0306 4 2016-12-07 0000038777 FRANKLIN RESOURCES INC BEN 0001010270 JOHNSON JENNIFER M C/O FRANKLIN RESOURCES, INC. ONE FRANKLIN PARKWAY SAN MATEO CA 94403-1906 1 President and COO Common Stock, par value $.10 2016-12-07 5 G 0 E 1775 D 1521037.2867 D Common Stock, par value $.10 2016-12-07 5 G 0 E 1775 A 162954 I As A Trustee For Minor Children Common Stock, par value $.10 2016-12-16 5 G 0 E 707 A 1521744.2867 D Common Stock, par value $.10 2017-03-16 4 S 0 16834.9421 43.898 D 1504909.3446 D Common Stock, par value $.10 2016-12-16 5 G 0 E 3535 A 166489 I As A Trustee For Minor Children Common Stock, par value $.10 1710.1193 I By 401(k) Common Stock, par value $.10 2610000 I By Business Limited Partnership Common Stock, par value $.10 15000 I By Business Trust Common Stock, par value $.10 198000 I By Venture Limited Partnership Not applicable. Shares held by Reporting Person as trustee for Reporting Person's minor children. Reporting Person disclaims beneficial ownership of such shares. Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of January 13, 2017. Business limited partnership under control of Reporting Person. Business trust for the benefit of Reporting Person and Reporting Person's children. Limited partnership under control of Reporting Person, and owned in part by irrevocable trusts for the benefit of Reporting Person's children. Reporting Person disclaims beneficial ownership of the children's trusts. /s/ Jennifer M. Johnson 2017-03-16