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^*

Dowdle Jeffrey A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President-AMG

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014

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	12/15/2014		M		6,111	A	$0⁽¹⁾	37,056	D
Common Stock	12/16/2014		G	V	275	D	$0.0000	36,781	D
Common Stock								1,500⁽²⁾	I	by Son MS
Common Stock								7,325⁽³⁾	I	ESOP
Common Stock								900⁽⁴⁾	I	John R. Dowdle Exempt Marital Trust
Common Stock								10,000⁽⁴⁾	I	Mary R. Dowdle Trust
Common Stock								1,500⁽²⁾	I	UTMA Custodian for Daughter EC
Common Stock								1,500⁽²⁾	I	UTMA Custodian for Son GT
Common Stock								1,500⁽²⁾	I	UTMA Custodian for Son JA

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)
Restricted Stock Units	⁽¹⁾	12/15/2014		M			6,111	12/15/2014	12/15/2014	Common Stock	6,111	$0.0000	0.0000	D
Restricted Stock Units	⁽⁵⁾	12/15/2014		A		2,099⁽⁶⁾		12/15/2017	12/15/2017	Common Stock	2,099	$0.0000	2,099	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. Includes shares of common stock acquired under the reporting person's Employee Stock Ownership Plan (ESOP) account through December 8, 2014.

4. The reporting person is the trustee of the Trust and holds a remainder interest therein. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. Each restricted stock unit represents a contingent right to receive, upon vesting of the award: (i) one share of common stock, and (ii) accrued cash in lieu of dividends.

6. Award of restricted stock units as portion of annual bonus under 2012 Stock Incentive Plan.

Remarks:

This Form 4 reports (i) the vesting of Restricted Stock Units (RSUs) awarded to the reporting person on 12/15/2011 with a cash payment by the reporting person to the issuer to cover tax liability in connection with such vesting, (ii) the award of RSUs as a portion of the annual bonus to the reporting person under the issuer's 2012 Stock Incentive Plan, and (iii) a gift of shares by the reporting person.

	Jeffrey A. Dowdle by Paul L. Matecki as Attorney-in-Fact	12/17/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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