X0306 4 2016-11-01 0000038777 FRANKLIN RESOURCES INC BEN 0001010270 JOHNSON JENNIFER M C/O FRANKLIN RESOURCES, INC. ONE FRANKLIN PARKWAY SAN MATEO CA 94403-1906 1 Co-President Common Stock, par value $.10 2016-11-01 4 A 0 42285 33.70 A 1516066.8766 D Common Stock, par value $.10 2016-11-01 4 A 0 11232 0 A 1527298.8766 D Common Stock, par value $.10 161179 I As A Trustee For Minor Children Common Stock, par value $.10 1701.7906 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 On November 4, 2013, November 4, 2014 and November 3, 2015, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. On November 1, 2016, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2016 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2016. Not applicable. Of the amount of securities beneficially owned, 71,992 shares represent unvested restricted stock awards (which excluded the unvested restricted stock units scheduled to vest on December 1, 2016 as reported in Footnote 1). 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 October 14, 2016. 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/ Maria Gray, Attorney-in-Fact 2016-11-02