BEN

SEC source: 0001127602-18-032021 · form4.xml · derivative · entry 1

PIGOTT MARK C · CIK 0001191930 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,676.9067

Underlying: Common Stock, par value $.10 · 48.8599 shares

Expires 2039-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-032218 · form4.xml · nonDerivative · entry 2

Plafker Jed A. · CIK 0001725846 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 112,245.786

F1 · shares: On November 3, 2015, November 1, 2016, November 3, 2017 and December 11, 2017 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 2, 2018, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2018 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on November 30, 2018.

F2 · price: Not applicable.

F3 · balance_after: Of the amount of securities beneficially owned, 76,025 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on November 30, 2018 as reported in Footnote 1).

SEC source: 0001127602-18-032218 · form4.xml · nonDerivative · entry 1

Plafker Jed A. · CIK 0001725846 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 92,199.786

SEC source: 0001127602-18-032318 · form4.xml · nonDerivative · entry 2

LEWIS KENNETH A · CIK 0001181596 · EVP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 148,449.517

F1 · shares: On 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 2, 2018, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2018 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 20, 2018.

F2 · price: Not applicable.

F3 · balance_after: Of the amount of securities beneficially owned, 36,681 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on December 20, 2018 as reported on Footnote 1.)

SEC source: 0001127602-18-032318 · form4.xml · nonDerivative · entry 1

LEWIS KENNETH A · CIK 0001181596 · EVP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 146,637.517

SEC source: 0001127602-18-032281 · form4.xml · nonDerivative · entry 2

JOHNSON JENNIFER M · CIK 0001010270 · President and COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,661,054.2402

F1 · shares: On 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 2, 2018, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2018 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 20, 2018.

F2 · price: Not applicable.

F3 · balance_after: Of the amount of securities beneficially owned, 125,980 shares represented unvested restricted stock awards (excluding the unvested restricted stock units scheduled to vest on December 20, 2018 as reported in Footnote 1).

SEC source: 0001127602-18-032281 · form4.xml · nonDerivative · entry 1

JOHNSON JENNIFER M · CIK 0001010270 · President and COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,656,826.2402

SEC source: 0001127602-18-032205 · form4.xml · nonDerivative · entry 2

Sethi Alok · CIK 0001718985 · Reg. S-K Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,850

F1 · shares: On November 3, 2015, November 1, 2016, November 3, 2017 and February 13, 2018, 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 2, 2018, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2018 were achieved, and therefore the amount of shares reported in number Column 4 are scheduled to vest on November 30, 2018.

F2 · price: Not applicable.

F3 · balance_after: Of the amount of securities beneficially owned, 3,817 shares represent unvested restricted stock awards and 19,498 shares represent unvested stock unit awards (which exclude the unvested restricted stock units scheduled to vest on November 30, 2018 as reported in Footnote 1).

SEC source: 0001127602-18-032205 · form4.xml · nonDerivative · entry 1

Sethi Alok · CIK 0001718985 · Reg. S-K Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,864

SEC source: 0001127602-18-032204 · form4.xml · nonDerivative · entry 1

Tyle Craig Steven · CIK 0001338014 · EVP and General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 135,523.042

F1 · balance_after: Of the amount of securities beneficially owned, 27,757 shares represent unvested restricted stock awards.

SEC source: 0001127602-18-032202 · form4.xml · nonDerivative · entry 2

JOHNSON GREGORY E · CIK 0001010262 · Director · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,144,010

F1 · shares: On 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 2, 2018, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2018 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 20, 2018.

F2 · price: Not applicable.

F3 · balance_after: Of the amount of securities beneficially owned, 171,726 shares represent unvested restricted stock awards (which excludes the unvested restricted stock units scheduled to vest on December 20, 2018 as reported in Footnote 1)

SEC source: 0001127602-18-032202 · form4.xml · nonDerivative · entry 1

JOHNSON GREGORY E · CIK 0001010262 · Director · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,134,952

SEC source: 0001127602-18-034579 · form4a.xml · nonDerivative · entry 1

Sethi Alok · CIK 0001718985 · Reg. S-K Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,366

F1 · shares: This amendment on Form 4/A to the Form 4 filed on November 6, 2018 (the Original Form 4) is made solely to: (a) report the correct the number of unvested performance-based restricted stock units scheduled to vest on November 30, 2018 per the certification of certain performance criteria, reflecting the deletion of 1,484 time-based restricted stock units granted November 1, 2016 that were incorrectly reported in this amount in the Original Form 4, and (b) correct the amount of securities beneficially owned after giving effect to such deletion. Except for the foregoing, no new or revised transactions or holdings are being reported. All other information in the Original Form 4 remains the same.

F2 · price: Not applicable.

SEC source: 0001127602-18-035007 · form4a.xml · nonDerivative · entry 1

Plafker Jed A. · CIK 0001725846 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,701.786

F1 · shares: This amendment on Form 4/A to the Form 4 filed on November 6, 2018 (Original Form 4) is made solely to: (a) report the correct number of unvested performance-based restricted stock units that vested on November 30, 2018 per the certification of certain performance criteria, reflecting the deletion of 6,544 time-based restricted stock units (per November 1, 2016 and December 11, 2017 awards) that were incorrectly reported in this amount in the Original Form 4, and (b) correct the amount of securities beneficially owned after giving effect to such deletion. Except for the foregoing, no new or revised transactions or holdings are being reported. All other information in the Original Form 4 remains the same.

F2 · price: Not applicable.

SEC source: 0001127602-18-031020 · form4.xml · derivative · entry 1

YANG GEOFFREY Y · CIK 0001201592 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,911.7752

Underlying: Common Stock, par value $.10 · 52.9474 shares

Expires 2035-04-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees, under the 2006 Director Deferred Compensation Plan, based upon the performance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-031019 · form4.xml · derivative · entry 1

STEIN LAURA · CIK 0001199099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,571.5912

Underlying: Common Stock, par value $.10 · 52.9474 shares

Expires 2047-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-030854 · form4.xml · derivative · entry 1

YANG GEOFFREY Y · CIK 0001201592 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,858.8278

Underlying: Common Stock, par value $.10 · 51.6529 shares

Expires 2035-04-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees, under the 2006 Director Deferred Compensation Plan, based upon the performance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-030821 · form4.xml · derivative · entry 1

STEIN LAURA · CIK 0001199099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,518.6438

Underlying: Common Stock, par value $.10 · 51.6529 shares

Expires 2047-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-030818 · form4.xml · derivative · entry 1

PIGOTT MARK C · CIK 0001191930 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,628.0468

Underlying: Common Stock, par value $.10 · 103.3058 shares

Expires 2039-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-030812 · form4.xml · derivative · entry 1

BARKER PETER K · CIK 0001185061 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,006.0929

Underlying: Common Stock, par value $.10 · 51.6529 shares

Expires 2029-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over five years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-028986 · form4.xml · derivative · entry 1

YANG GEOFFREY Y · CIK 0001201592 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,639.0659

Underlying: Common Stock, par value $.10 · 778.9439 shares

Expires 2035-04-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees, under the 2006 Director Deferred Compensation Plan, based upon the performance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-028951 · form4.xml · derivative · entry 1

PIGOTT MARK C · CIK 0001191930 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,175.0178

Underlying: Common Stock, par value $.10 · 778.9439 shares

Expires 2039-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-028950 · form4.xml · derivative · entry 1

BARKER PETER K · CIK 0001185061 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,811.7592

Underlying: Common Stock, par value $.10 · 1,106.9202 shares

Expires 2029-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over five years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-029420 · form4.xml · derivative · entry 1

STEIN LAURA · CIK 0001199099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,286.596

Underlying: Common Stock, par value $.10 · 901.935 shares

Expires 2047-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-028245 · form4.xml · nonDerivative · entry 1

Plafker Jed A. · CIK 0001725846 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,368.786

SEC source: 0001127602-18-027499 · form4.xml · derivative · entry 1

PIGOTT MARK C · CIK 0001191930 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,396.0739

Underlying: Common Stock, par value $.10 · 47.8622 shares

Expires 2039-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-027498 · form4.xml · derivative · entry 1

BARKER PETER K · CIK 0001185061 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,704.839

Underlying: Common Stock, par value $.10 · 47.8622 shares

Expires 2029-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over five years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-026766 · form4.xml · nonDerivative · entry 2

Tyle Craig Steven · CIK 0001338014 · EVP and General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 118,829.042

F2 · kind: Reflects sales effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 7, 2018.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.16 to $31.62, 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.

F1 · balance_after: Of the amount of securities beneficially owned, 11,063 shares represent unvested restricted stock awards.

SEC source: 0001127602-18-026693 · form4.xml · nonDerivative · entry 1

LEWIS KENNETH A · CIK 0001181596 · EVP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 127,093.517

F1 · balance_after: Of the amount of securities beneficially owned, 17,137 shares represent unvested restricted stock awards.

SEC source: 0001127602-18-026645 · form4.xml · nonDerivative · entry 1

Plafker Jed A. · CIK 0001725846 · Senior Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,188.786

F1 · balance_after: Of the amount of securities beneficially owned, 40,194 shares represent unvested restricted stock awards.

SEC source: 0001127602-18-026773 · form4.xml · nonDerivative · entry 2

Sethi Alok · CIK 0001718985 · Reg. S-K Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,603

F2 · balance_after: Of the amount of securities beneficially owned, 13,054 shares represent unvested restricted stock and stock unit awards.

SEC source: 0001127602-18-026766 · form4.xml · nonDerivative · entry 1

Tyle Craig Steven · CIK 0001338014 · EVP and General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 129,994.042

F1 · balance_after: Of the amount of securities beneficially owned, 11,063 shares represent unvested restricted stock awards.

SEC source: 0001127602-18-030730 · form5.xml · nonDerivative · entry 1

JOHNSON GREGORY E · CIK 0001010262 · Director · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,038,860

F1 · price: Not applicable.

SEC source: 0001127602-18-023942 · form4.xml · derivative · entry 1

STEIN LAURA · CIK 0001199099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,384.661

Underlying: Common Stock, par value $.10 · 45.8295 shares

Expires 2047-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-022518 · form4.xml · derivative · entry 1

BARKER PETER K · CIK 0001185061 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,539.7921

Underlying: Common Stock, par value $.10 · 1,067.7 shares

Expires 2029-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over five years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-022517 · form4.xml · derivative · entry 1

PIGOTT MARK C · CIK 0001191930 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,047.3125

Underlying: Common Stock, par value $.10 · 751.3445 shares

Expires 2039-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-022516 · form4.xml · derivative · entry 1

YANG GEOFFREY Y · CIK 0001201592 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,718.0759

Underlying: Common Stock, par value $.10 · 751.3445 shares

Expires 2035-04-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees, under the 2006 Director Deferred Compensation Plan, based upon the performance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-022855 · form4.xml · derivative · entry 1

STEIN LAURA · CIK 0001199099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,187.1779

Underlying: Common Stock, par value $.10 · 869.9778 shares

Expires 2047-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-020732 · form4.xml · derivative · entry 1

YANG GEOFFREY Y · CIK 0001201592 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,966.7314

Underlying: Common Stock, par value $.10 · 87.4636 shares

Expires 2035-04-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees, under the 2006 Director Deferred Compensation Plan, based upon the performance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-020729 · form4.xml · derivative · entry 1

BARKER PETER K · CIK 0001185061 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,472.0921

Underlying: Common Stock, par value $.10 · 43.7318 shares

Expires 2029-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over five years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-020726 · form4.xml · derivative · entry 1

PIGOTT MARK C · CIK 0001191930 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,295.968

Underlying: Common Stock, par value $.10 · 87.4636 shares

Expires 2039-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-020775 · form4.xml · derivative · entry 1

STEIN LAURA · CIK 0001199099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,317.2001

Underlying: Common Stock, par value $.10 · 87.4636 shares

Expires 2047-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-026773 · form4.xml · nonDerivative · entry 1

Sethi Alok · CIK 0001718985 · Reg. S-K Executive Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By 401(k)

Disclosed balance after: 0

F1 · ownership.nature: Reporting Person held shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of May 24, 2018.

SEC source: 0001127602-18-030730 · form5.xml · nonDerivative · entry 2

JOHNSON GREGORY E · CIK 0001010262 · Director · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,038,860

F1 · price: Not applicable.

SEC source: 0001127602-18-015266 · form4.xml · derivative · entry 1

YANG GEOFFREY Y · CIK 0001201592 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,879.2678

Underlying: Common Stock, par value $.10 · 44.6694 shares

Expires 2035-04-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees, under the 2006 Director Deferred Compensation Plan, based upon the performance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-015294 · form4.xml · derivative · entry 1

STEIN LAURA · CIK 0001199099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,229.7365

Underlying: Common Stock, par value $.10 · 44.6694 shares

Expires 2047-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-014477 · form4.xml · derivative · entry 1

YANG GEOFFREY Y · CIK 0001201592 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,149.5222

Underlying: Common Stock, par value $.10 · 46.1823 shares

Expires 2035-04-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources Inc.'s director's fees, under the 2006 Director Deferred Compensation Plan, based upon the performance of Franklin Resources Inc.'s stock (including reinvested dividends) payable in one payment following the director's separation from service from Franklin Resources, Inc. and its subsidiaries. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account(s) not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-014454 · form4.xml · derivative · entry 1

PIGOTT MARK C · CIK 0001191930 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,551.3595

Underlying: Common Stock, par value $.10 · 92.3646 shares

Expires 2039-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-014453 · form4.xml · derivative · entry 1

BARKER PETER K · CIK 0001185061 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,070.5406

Underlying: Common Stock, par value $.10 · 46.1823 shares

Expires 2029-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over five years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. Reporting Person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.

SEC source: 0001127602-18-014505 · form4.xml · derivative · entry 1

STEIN LAURA · CIK 0001199099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,390.6142

Underlying: Common Stock, par value $.10 · 46.1823 shares

Expires 2047-01-20

F1 · derivative.exercise_price: Not applicable.

F2 · derivative.exercise_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F2 · derivative.expiration_date: Exercisable and expiration dates assume the director's separation from service from Franklin Resources, Inc. and its subsidiaries occurs in the February following the director's 75th birthday. See footnote below.

F3 · ownership.direct: Represents a hypothetical investment account calculation of deferred Franklin Resources, Inc.'s director's fees, under the 2006 Directors Deferred Compensation Plan, based upon the performance of Franklin Resources, Inc.'s stock (including reinvested dividends) payable in cash in substantially equal quarterly installments over ten years beginning on the earlier of the January 20, April 20, July 20 or October 20 immediately following the director's separation from service from Franklin Resources, Inc. and its subsidiaries and continuing on each January 20, April 20, July 20 and October 20 thereafter, except that if any such date is a Saturday, Sunday or holiday, then the quarterly installment shall be paid on the next business day. The reporting person may transfer the hypothetical investment account amount into an alternative investment account not based on the performance of Franklin Resources, Inc. stock effective as of the first day of any calendar quarter.