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 ^*

Wheeler Richard T Jr

(Last)

(First)

(Middle)

4501 COX ROAD

(Street)

GLEN ALLEN

23060

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Franklin Financial Corp [ FRNK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman. President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2014

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	10/04/2014		F⁽¹⁾		1,125	D	$ 18.97	22,130 ⁽¹⁾	D
Common Stock								88,708.4556	I	By deferred compensation plan
Common Stock								8,635.5029	I	By ESOP
Common Stock								45,000	I	Restricted Stock ⁽²⁾
Common Stock								13,600	I	Restricted Stock II ⁽³⁾

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)
Stock Option (Right to Buy)	$ 13.42							⁽⁴⁾	03/29/2022	Common Stock	185,000		185,000	D
Stock Option (Right to Buy)	$ 18.4							10/04/2014⁽⁵⁾	10/04/2023	Common Stock	44,100		44,100	D

Explanation of Responses:

1. On October 4, 2014, 3,400 shares of restricted stock vested and were reported as held directly. Also on October 4, 2014, the reporting person tendered 1,125 of his directly held shares to Franklin Financial Corporation for tax withholding purposes, leaving a beneficial ownership amount of 22,130 shares held directly.

2. Shares vest at a rate of 15,000 annually (20% of the original grant) beginning on March 29, 2013, subject to the achievement of certain performance metrics over an October 1 to September 30 annual performance period. Any portion of an award not vested in prior years may vest on a later vesting date during the performance period if, as of such date, the Issuer has met the specified performance target. Any shares not vested after the fifth vesting date will be forfeited. The Board of Directors has deemed that the performance metrics have been met for the October 1, 2013 to September 30, 2015 performance periods.

3. Restricted stock vests in five equal annual installments, beginning on October 4, 2014, the first anniversary of the date of the award.

4. Stock options vest in five equal annual installments beginning on March 29, 2013, the first anniversary of the date of the grant.

5. Stock options vest in five equal annual installments beginning on October 4, 2014, the first anniversary of the date of the grant.

	/s/ Richard T. Wheeler Jr.	10/07/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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