Filing Details
- Accession Number:
- 0000038777-16-000541
- Form Type:
- 13D Filing
- Publication Date:
- 2016-06-16 11:16:04
- Filed By:
- Franklin Resources Inc
- Company:
- Axiall Corp (NYSE:AXLL)
- Filing Date:
- 2016-06-16
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Franklin Resources, Inc | 0 | 0 | 0 | 0 | 1,285 | 0.0% |
| Charles B. Johnson | 1,285 | 0.0% | ||||
| Rupert H. Johnson, Jr | 1,285 | 0.0% | ||||
| Franklin Advisory Services | 0 | 0.0% |
CUSIP NO. 05463D100 Page 1 of 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AXIALL CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
05463D100
(CUSIP Number)
Maria Gray
Vice President and Secretary
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403‑1906
800‑632‑2350
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 10,2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d‑1(e), 240.13d‑1(f) or
240.13d‑1(g), check the following box.[ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d‑7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes hereto).
CUSIP NO. 05463D100 Page 2 of 14
1. NAMES OF REPORTING PERSONS.
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,285
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON
HC, CO (See Item 5)
CUSIP NO. 05463D100 Page 3 of 14
1. NAMES OF REPORTING PERSONS.
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,285
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON
HC,IN (See Item 5)
CUSIP NO. 05463D100 Page 4 of 14
1. NAMES OF REPORTING PERSONS.
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,285
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON
HC,IN (See Item 5)
CUSIP NO. 05463D100 Page 5 of 14
1. NAMES OF REPORTING PERSONS.
Franklin Advisory Services, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON
IA,OO (See Item 5)
CUSIP NO. 05463D100 Page 6 of 14
This Amendment No. 3 amends and supplements the Schedule 13D, as amended, originally filed by the reporting persons with the Securities and Exchange Commission (the “SEC”) on May 26, 2015 (the “Original Schedule 13D”
together with, Amendment No. 1, Amendment No. 2, and this Amendment No. 3 collectively, the “Schedule 13D”) and the information herein is provided and is correct as of June 10, 2016. Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.
Item 1. Security and Issuer
This statement relates to the Common Stock, $0.01 par value (the "Common Stock" ), of AXIALL CORPORATION, a Delaware corporation (the "Issuer"), whose principal executive offices are located at 1000 Abernathy Road; Suite 1200, Atlanta, Georgia, 30328.
Item 2. Identity and Background
(a)-(c), (f) The persons filing this Statement and the citizenship of such filers are listed on the cover pages hereto. The directors and principal executive officers of Franklin Resources, Inc. (“FRI”), their present principal occupations, citizenship and business addresses, and the business addresses of the filers are listed on Exhibit A.
(d) During the last five years, none of the filers, and to the best knowledge of the filers, none of the persons listed on Exhibit A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the filers, and to the best knowledge of the filers, none of the persons listed on Exhibit A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported in this Schedule 13D may be deemed to be beneficially owned by one or more direct and indirect subsidiaries (each, an “Investment Management Subsidiary” and, collectively, the “Investment Management Subsidiaries”) of Franklin Resources Inc. (“FRI”) in their capacities as the investment advisers to various investment companies registered under Section 8 of the Investment Company Act of 1940 and other accounts (collectively, the “Clients”). Such securities were acquired with funds of approximately $149 million (including brokerage commissions), all of which were provided from investment capital of the Clients.
Item 4. Purpose of Transaction
The Investment Management Subsidiaries acquired the Common Stock on behalf of the Clients for investment. The Investment Management Subsidiaries believed that the Issuer was significantly undervalued and its Board of Directors should be more aggressive in taking actions to increase stockholder value. See the Original Schedule 13D. On June 10, 2016 the Issuer announced that it entered into a definitive agreement with Westlake Chemical Corporation (“Westlake”) and Lagoon Merger Sub., Inc., a wholly owned subsidiary of Westlake, under which Lagoon Merger Sub will merge with and into the Issuer, which will survive as a wholly owned subsidiary of Westlake, and each share of Common Stock generally will receive $33.00 in cash. The Investment Management Subsidiaries, on behalf of the Clients, have sold almost all of their Common Stock in the Issuer.
The Investment Management Subsidiaries, on behalf of the Clients, may in the future acquire additional
shares of Common Stock or other securities of the Issuer in the open market, in privately‑negotiated purchases or otherwise, and may also, depending upon then‑current circumstances, dispose of all or a portion of the Common Stock in one or more transactions. Additionally, the Investment Management Subsidiaries reserve the right on behalf of the Clients, to exercise any and all of their rights as stockholders of the Issuer and reserve the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities, including without limitation to carry out any of the actions or transactions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, to the extent deemed advisable by the Investment Management Subsidiaries.
Item 5. Interest in Securities of the Issuer
(a-b) The Investment Management Subsidiaries listed in this Item 5 may be deemed to be the beneficial owners of these securities for purposes of Rule 13d-3 under the Exchange Act in their capacities as the investment advisers to the Clients. When an investment management contract (including a sub-advisory agreement) delegates to an Investment Management Subsidiary investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats the Investment Management Subsidiary as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, each Investment Management Subsidiary reports on Schedule 13D that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement.
Beneficial ownership by FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly‑owned investment management subsidiary of FRI, are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries other than FMA are, collectively, “FRI affiliates”).
CUSIP NO. 05463D100 Page 7 of 14
Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the
securities owned by their respective investment management clients. Consequently, FMA and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of
Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10%of the outstanding Common Stock of FRI and are the principal stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI’s subsidiaries provide investment management services. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 11 and 13 of the cover pages for FRI and each of the Principal Shareholders. FRI, the Principal Shareholders disclaim any pecuniary interest in any of the Common Stock. In addition, the filing of the Schedule 13D on behalf of the Principal Shareholders, FRI should not be construed as an admission that any of them is, and each disclaims that it is, the beneficial owner, as defined in Rule 13d‑3, of any of the Common Stock.
FRI, the Principal Shareholders believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Common Stock held by any of them or by any persons or entities.
The number of shares of Common Stock as to which each reporting person on this Schedule 13D and other Investment Management Subsidiaries has:
| (i) | Sole power to vote or to direct the vote of the Common Stock: |
|
|
|
|
|
|
|
|
| Franklin Resources, Inc.: | 0 |
|
|
|
|
|
|
|
| Charles B. Johnson: | 0 |
|
|
|
|
|
|
|
| Rupert H. Johnson, Jr.: | 0 |
|
|
|
|
|
|
|
| Franklin Advisory Services, LLC
Franklin Advisers, Inc.
Fiduciary Trust Company International | 0
0
1,285
| |
|
|
|
|
|
| (ii) | Shared power to vote or to direct the vote of the Common Stock: | 0 |
|
|
|
|
|
|
| (iii) | Sole power to dispose or to direct the disposition of the Common Stock: |
| |
|
|
|
|
|
|
| Franklin Resources, Inc.: | 0 |
|
|
|
|
|
|
|
| Charles B. Johnson: | 0 |
|
|
|
|
|
|
|
| Rupert H. Johnson, Jr.: | 0 |
|
|
|
|
|
|
|
| Franklin Advisory Services, LLC
Franklin Advisers, Inc.
Fiduciary Trust Company International | 0
0
1,285 | |
|
|
|
|
|
| (iv) | Shared power to dispose or to direct the disposition of the Common Stock: | 0 | |
(c) Other than the transactions described in Exhibit D, none of the reporting persons nor, to the best of their knowledge, any of the persons listed in Exhibit A, have effected any transactions in the Common Stock during the past sixty days.
(d) No person other than the Clients is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Other than as disclosed above, no person named in Item 2, nor to the best of any such person’s knowledge, no person listed in Exhibit A, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any of the Issuer’s securities, including, but not limited to, transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or giving or withholding proxies.
CUSIP NO. 05463D100 Page 8 of 14
Item 7. Material to Be Filed as Exhibits
Exhibit A: Principal Executive Officers and Directors of FRI
Exhibit B: Joint Filing Agreement, dated as of June 16, 2016
Exhibit C: Limited Powers of Attorney
Exhibit D: Transactions in the past 60 Days.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: June 15, 2016
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisory Services, LLC
By: /s/MARIA GRAY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Maria Gray
Vice President and Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Secretary of Franklin Advisory Services, LLC
CUSIP NO. 05463D100 Page 9 of 14
EXHIBIT A
PRINCIPAL EXECUTIVE OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS OF REPORTING PERSONS
Except where otherwise noted, each of the individuals named below is a citizen of the
United States with a principal business address as indicated below.
| Name | Principal Occupation | Residence or Business Address |
| Gregory E. Johnson | Chairman of the Board, Chief Executive Officer, and a Director, FRI | Franklin Resources, Inc. |
| Rupert H. Johnson, Jr | Vice Chairman, a Director and a Principal Stockholder, FRI Senior Vice President, FAS | Franklin Resources, Inc.
|
| Vijay C. Advani | Co-President, FRI | Franklin Resources, Inc. |
| Jennifer M. Johnson | Co-President, FRI | Franklin Resources, Inc. |
| Kenneth A. Lewis | Executive Vice President and Chief Financial Officer, FRI | Franklin Resources, Inc. |
| Craig S. Tyle | Executive Vice President and General Counsel, FRI
| Franklin Resources, Inc. |
| Peter K. Barker | Director, FRI; Retired | Franklin Resources, Inc. One Franklin Parkway |
| Mariann Byerwalter | Director, FRI; Chairman of the Board, SRI International | Franklin Resources, Inc. One Franklin Parkway |
| Charles E. Johnson | Director, FRI; Founder and Managing Member, Tano Capital, LLC | Franklin Resources, Inc. |
| Mark C. Pigott | Director, FRI; Executive Chairman and Director, PACCAR Inc. | Franklin Resources, Inc. |
CUSIP NO. 05463D100 Page 10 of 14
| Name | Principal Occupation | Residence or Business Address |
| Chutta Ratnathicam | Director, FRI; Retired | Franklin Resources, Inc. |
| Laura Stein | Director, FRI; Executive Vice President – General Counsel & Corporate Affairs, The Clorox Company | Franklin Resources, Inc. |
| Seth H. Waugh
| Director, FRI; Vice Chairman, Florida East Coast Industries, LLC | Franklin Resources, Inc. |
| Geoffrey Y. Yang | Director, FRI; Managing Director and Founding Partner, Redpoint Ventures
| Franklin Resources, Inc.
|
| Charles B. Johnson | Principal Stockholder, FRI | Franklin Resources, Inc.
|
| Donald G. Taylor | President and Chief Investment Officer, FAS | Franklin Resources, Inc.
|
| Madison S. Gulley | Executive Vice President, FAS | Franklin Resources, Inc.
|
| Bruce C. Baughman | Senior Vice President, FAS | Franklin Resources, Inc.
|
FRI: Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403‑1906
FRI is primarily engaged, through various subsidiaries, in providing investment management to the open-end investment companies in the Franklin Group of Funds and the Templeton Family of Funds and to domestic and international managed and institutional accounts. FRI’s principal line of business is providing investment management, administration, distribution and related services to the Franklin Templeton Funds, managed accounts and other investment products.
CUSIP NO. 05463D100 Page 11 of 14
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as amended, the undersigned
hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all
amendments to such statement and that such statement and all amendments to such statement are made on
behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of June 15, 2016.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisory Services, LLC
By: /s/MARIA GRAY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Maria Gray
Vice President and Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Secretary of Franklin Advisory Services, LLC
CUSIP NO. 05463D100 Page 12 of 14
EXHIBIT C
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the
undersigned’s true and lawful attorney‑in‑fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G
(including any amendments thereto or any related documentation) with the United
States Securities and Exchange Commission, any national securities exchanges and
Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as
considered necessary or advisable under Section 13 of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder, as amended from time to
time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such
attorney‑in‑fact are necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on information provided to such
attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in such
form and will contain such information and disclosure as such attorney‑in‑fact, in
his or her discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i)
any liability for the undersigned’s responsibility to comply with the requirements of
the Exchange Act or (ii) any liability of the undersigned for any failure to comply
with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned’s obligations under the Exchange
Act, including without limitation the reporting requirements under Section 13 of the
Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact
full power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing matters as
fully to all intents and purposes as the undersigned might or could do if present,
hereby ratifying all that each such attorney‑in‑fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of
Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to each such attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed as of this 30th day of April , 2007
/s/Charles B. Johnson
Signature
Charles B. Johnson
Print Name
CUSIP NO. 05463D100 Page 13 of 14
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the
undersigned’s true and lawful attorney‑in‑fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G
(including any amendments thereto or any related documentation) with the United
States Securities and Exchange Commission, any national securities exchanges and
Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as
considered necessary or advisable under Section 13 of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder, as amended from time to
time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such
attorney‑in‑fact are necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on information provided to such
attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in such
form and will contain such information and disclosure as such attorney‑in‑fact, in
his or her discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i)
any liability for the undersigned’s responsibility to comply with the requirements of
the Exchange Act or (ii) any liability of the undersigned for any failure to comply
with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned’s obligations under the Exchange
Act, including without limitation the reporting requirements under Section 13 of the
Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact
full power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing matters as
fully to all intents and purposes as the undersigned might or could do if present,
hereby ratifying all that each such attorney‑in‑fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of
Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to each such attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed as of this 25th day of April , 2007
/s/ Rupert H. Johnson, Jr.
Signature
Rupert H. Johnson, Jr.
Print Name
CUSIP NO. 05463D100 Page 14 of 14
EXHIBIT G
TRANSACTIONS IN THE PAST 60 DAYS
Each of the transactions described below was a sale of Common Stock in the open market.
| Date of Transaction | Number of Shares | Price per Share (in U.S. Dollars) |
| 06/10/16 | 500,000 | 32.4024 |
| 06/10/16 | 500,000 | 32.4500 |
| 06/10/16 | 314,096 | 32.4517 |
| 06/10/16 | 500,000 | 32.4600 |
| 06/10/16 | 500,000 | 32.4680 |
| 06/10/16 | 500,000 | 32.4714 |
| 06/10/16 | 500,000 | 32.4723 |