X0306 4 2017-10-30 0000038777 FRANKLIN RESOURCES INC BEN 0001010262 JOHNSON GREGORY E C/O FRANKLIN RESOURCES, INC. ONE FRANKLIN PARKWAY SAN MATEO CA 94403-1906 1 1 Chairman and CEO Common Stock, par value $.10 2017-10-30 4 S 0 56825 42.8266 D 2047273 D Common Stock, par value $.10 70506 I As A Trustee For Minor Child Common Stock, par value $.10 5015.5135 I By 401(k) Common Stock, par value $.10 2565000 I By Business Limited Partnership Common Stock, par value $.10 8100 I By Business Trust Common Stock, par value $.10 18014 I By Spouse Common Stock, par value $.10 396000 I By Venture Limited Partnership The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.70 to $42.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff on the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote. 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 September 30, 2017. Business limited partnership under control of Reporting Person. Business trust for the benefit of Reporting Person and Reporting Person's children. Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares. 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/ Gregory E. Johnson 2017-10-30