SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

REILLY PAUL C

(Last)

(First)

(Middle)

880 CARILLON PARKWAY

(Street)

ST. PETERSBURG

33716

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RAYMOND JAMES FINANCIAL INC [ RJF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2013		J		6,771⁽¹⁾	D	$0.0000	177,246	D
Common Stock	05/01/2013		F		14,948	D	$40.29	162,298	D
Common Stock								389⁽²⁾	I	ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$27.1							⁽³⁾	01/22/2017	Common Stock	25,000		25,000	D
Employee Stock Option (right to buy)	$25.28							⁽⁴⁾	01/24/2016	Common Stock	25,000		25,000	D
Employee Stock Option (right to buy)	$37.87							⁽⁵⁾	11/29/2019	Common Stock	12,500		12,500	D
Employee Stock Option (right to buy)	$15.91							02/20/2012	02/20/2014	Common Stock	2,500		2,500	D
Performance Restricted Stock Units	⁽⁶⁾							09/30/2015	03/15/2016	Common Stock	11,345⁽⁷⁾		11,345	D
Restricted Stock Units	⁽⁶⁾							12/14/2015	12/14/2015	Common Stock	11,345		11,345	D
Restricted Stock Units	⁽⁶⁾							12/15/2013	12/15/2013	Common Stock	13,162		13,162	D
Restricted Stock Units	⁽⁶⁾							12/15/2014	12/15/2014	Common Stock	27,500		27,500	D

Explanation of Responses:

1. This common stock was transferred to the reporting person's ex-spouse pursuant to a divorce decree.

2. Includes number of shares acquired under ESOP through May 1, 2013.

3. Options becoming exercisable - 15,000 on 11/22/2014, 5,000 on 11/22/2015 and 5,000 on 11/22/2016

4. Options currently exercisable - 15,000; options becoming exercisable - 2,090 on 11/24/2013, 3,955 on 11/24/2014, 3,955 on 01/24/2015

5. The stock option vests 60% on 11/29/2015, 20% on 11/29/2016, and 20% on 11/29/2017.

6. Each restricted stock unit represents a contingent right to receive one share of RJF common stock upon vesting and dividend equivalents.

7. The number of performance-vesting RSUs awarded as a portion of annual bonus under 2012 Stock Incentive Plan. The vesting of these RSUs will be determined no later than March 15, 2016 based on the issuer's three-year average after-tax return on equity, on a GAAP basis, for the fiscal years 2013, 2014 and 2015 (the "ROE"), with vesting percentages ranging from zero to 150% of face number of RSUs based on the ROE ranging from less than 6% to equal to or greater than 18%.

	/s/ Paul C. Reilly by Paul L. Matecki as Attorney-in-Fact	05/03/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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