X0306 4 2014-11-19 0000038777 FRANKLIN RESOURCES INC BEN 0001338567 Advani Vijay Chandur C/O FRANKLIN RESOURCES, INC. ONE FRANKLIN PARKWAY SAN MATEO CA 94403-1906 1 EVP - Global Advisory Services Common Stock, par value $.10 2014-11-19 4 A 0 12977 0 A 122278.5295 D Common Stock, par value $.10 1064.1699 I By 401(k) Common Stock, par value $.10 271709 I By Trust On November 3, 2011, November 5, 2012 and November 4, 2013, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. Effective on November 19, 2014, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2014 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on November 28, 2014. Not applicable. Of the amount of securities beneficially owned, 108,158 shares represent unvested restrick stock awards (excluding the unvested restricted stock units scheduled to vest on November 28, 2014 as reported in Footnote 1). Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 10, 2014. Revocable family trust for which Reporting Person and spouse are co-trustees with shared voting and investment power. /s/ Maria Gray, Attorney-in-Fact 2014-11-20