Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Shenton Barry R	2. Issuer Name and Ticker or Trading Symbol Franklin Financial Corp [ FRNK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Vice President
(Last)          (First)          (Middle) 4501 COX ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 12/23/2014
(Street) GLEN ALLEN, VA 23060 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/23/2014		J (1)		25661.0000	A	$0.0000	102147.0000	D
Common Stock	12/23/2014		F (2)		7890.0000	D	$21.9300	94257.0000	D
Common Stock	12/23/2014		J (1)		25661.1361	D	$0.0000	0.0000	I	By deferred compensation plan
Common Stock								7005.7706	I	By ESOP
Common Stock								30000.0000	I	Restricted Stock   (3)
Common Stock								8880.0000	I	Restricted Stock II   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Stock Option (Right to Buy)	$13.4200							(5)	3/29/2022	Common Stock	125000.0000		125000.0000	D
Stock Option (Right to Buy)	$18.4000							10/4/2014   (6)	10/4/2023	Common Stock	30000.0000		30000.0000	D

Explanation of Responses:
( 1)	The transaction represents a distribution of shares of common stock credited to the Reporting Person under the plan. The distribution was made as a result of the termination of the plan and the Reporting Person's subsequent termination of service with Franklin Financial Corporation in connection with the proposed merger of Franklin Financial Corporation with and into TowneBank, with TowneBank as the surviving entity. The distributed shares are now held directly by the Reporting Person.
( 2)	On December 23, 2014, 25,661 shares previously reported as held indirectly by the Reporting Person under the deferred compensation plan were distributed and are now reported as held directly. Also on December 23, 2014, the Reporting Person tendered 7,890 of his directly held shares to Franklin Financial Corporation for tax withholding purposes, leaving a beneficial ownership amount of 94,257 shares held directly.
( 3)	Shares vest at a rate of 10,000 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.
( 4)	Restricted stock vests in five equal annual installments, beginning on October 4, 2014, the first anniversary of the date of the award.
( 5)	Stock options vest in five equal annual installments beginning on March 29, 2013, the first anniversary of the date of the grant.
( 6)	Stock options vest in five equal annual installments beginning on October 4, 2014, the first anniversary of the date of the grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shenton Barry R 4501 COX ROAD GLEN ALLEN, VA 23060			Vice President

Signatures
/s/ Barry R. Shenton		12/31/2014
** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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