8-K


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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  February 4, 2016

FRANKLIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)

 Delaware
  001-09318
 13-2670991
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
of incorporation)
 
 
               
One Franklin Parkway, San Mateo, California 94403
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (650) 312-2000

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 7.01 Regulation FD Disclosure.

Franklin Resources, Inc. (“Franklin”) may adopt a stock trading plan (the “Plan”) under Rule 10b5-1 of the Securities and Exchange Act of 1934 (the “Exchange Act”), from time to time, to facilitate the ongoing repurchase of Franklin common stock under Franklin’s previously announced stock repurchase program.

A 10b5-1 plan permits a company to repurchase its common stock during times when it would not normally be in the market due to possible awareness of material nonpublic information, so long as the company adopts a written, prearranged trading plan at a time when it is not aware of material, non-public information regarding the company or its securities. Under the Plan, a broker will have the authority to repurchase Franklin shares of common stock in accordance with the specific prearranged terms of the Plan relating to timing, price and volume (among others), without further direction from Franklin, during the periods specified in the Plan. Such repurchases are also intended to be compliant with the safe-harbor provisions of Rule 10b-18 under the Exchange Act, which include certain timing, price and volume limitations on issuer repurchases.

The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Statements in this Current Report regarding Franklin which are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. These and other risks, uncertainties and other important factors are described in more detail in Franklin’s recent filings with the U.S. Securities and Exchange Commission, including, without limitation, in Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Franklin’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 and Franklin’s subsequent Quarterly Report on Form 10-Q.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
FRANKLIN RESOURCES, INC.
 
 
 
Date:
February 4, 2016
/s/ Mark L.Constant
 
 
Name:  Mark L. Constant
Title:    Vice President and Treasurer

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