Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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 * Wheeler Richard T Jr	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
(Last)          (First)          (Middle) 4501 COX ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 1/2/2015
(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	1/2/2015		F (1)		28227.0000	D	$21.7100	46577.0000	D
Common Stock	1/2/2015		D		46577.0000	D	$0.0000   (2)	0.0000	D
Common Stock	1/2/2015		D		8635.5029	D	$0.0000   (2)	0.0000	I	By ESOP
Common Stock	1/2/2015		D		45000.0000	D	$0.0000   (3)	0.0000	I	Restricted Stock
Common Stock	1/2/2015		D		13600.0000	D	$0.0000   (3)	0.0000	I	Restricted Stock II

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	1/2/2015		D			185000.0000	(4)	3/29/2022	Common Stock	185000.0000	$0.0000   (4)	0.0000	D
Stock Option (Right to Buy)	$18.4000	1/2/2015		D			44100.0000	10/4/2014   (4)	10/4/2023	Common Stock	44100.0000	$0.0000   (4)	0.0000	D

Explanation of Responses:
( 1)	Upon the accelerated vesting of unvested restricted stock awards held by the reporting person at the effective time of the merger (in accordance with the Agreement and Plan of Reorganization), the reporting person incurred a tax withholding liability in payment of which he tendered 28,227 directly-owned shares.
( 2)	Pursuant to the Agreement and Plan of Reorganization, dated as of July 14, 2014, by and among TowneBank, Franklin Financial Corporation ("Franklin") and Franklin Federal Savings Bank, at the effective time of the merger each share of Franklin was exchanged for 1.40 shares of common stock of TowneBank and cash paid in lieu of fractional shares.
( 3)	Pursuant to the Agreement and Plan of Reorganization, as of the effective time of the merger all outstanding Franklin restricted stock awards vested (if not already vested) and each share of Franklin common stock that was formerly a Franklin restricted stock award was converted into 1.40 shares of TowneBank common stock.
( 4)	Pursuant to the Agreement and Plan of Reorganization, each option to purchase shares of Franklin common stock, whether vested or unvested, that was outstanding immediately prior to the effective date of the merger was converted into cash in an amount equal to the product of (i) the average of the closing price per share of TowneBank common stock for a specified period prior to the closing date of the merger multiplied by the exchange ratio minus the per share exercise price of such option, and (ii) the number of shares of Franklin common stock subject to such option.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wheeler Richard T Jr 4501 COX ROAD GLEN ALLEN, VA 23060	X		Chairman. President & CEO

Signatures
Joseph J. Bradley, Attorney-in-Fact		1/6/2015
** 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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