Raymond James Financial (RJF) Form 4 RAYMOND JAMES FINANCIAL / Gordon L Johnson ownership change

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^*

Johnson Gordon L

(Last) (First) (Middle)

880 CARILLON PARKWAY

(Street)

ST. PETERSBURG FL 33716

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RAYMOND JAMES FINANCIAL INC [ RJF ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2018		M		1,580	A	$0.0000(1)	15,307	D
Common Stock	02/22/2018		M		400	A	$0(1)	15,707	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/22/2018		A		1,644		(2)	(2)	Common Stock	1,644	$0.0000	1,644	D
Restricted Stock Units	$0.0000(1)	02/22/2018		M			1,580	(3)	(3)	Common Stock	1,580	$0.0000	0.0000	D
Restricted Stock Units	(1)	02/22/2018		M			400	(4)	02/22/2018	Common Stock	400	$0.0000	0.0000	D
Restricted Stock Units	(1)	02/23/2018		A		278		(2)	(2)	Common Stock	278	$0.0000	1,922	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive, upon vesting of the award: (i) one share of RJF common stock, and (ii) accrued cash in lieu of dividends.

2. The award will vest at the date of the annual shareholders meeting next succeeding the grant date, but no later than March 15, 2019.

3. By its terms, the award vested at the date of the annual shareholders meeting next succeeding the grant date, but no later than March 15, 2018.

4. Restricted Stock Units vested 60% on 2/22/2016, 20% on 2/22/2017 and 20% on 2/22/2018.

Remarks:

This Form 4 reports (i) the acquisition by the reporting person of RSUs resulting from an annual grant to the registrant's non-executive directors, (ii) a grant to non-executive directors of Raymond James Bank, a subsidiary of registrant and (iii) the vesting of RSUs awarded to the reporting person.

	/s/ Gordon L. Johnson by Jonathan J. Doyle as Attorney-in-Fact	02/26/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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