Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RIVERNORTH CAPITAL MANAGEMENT, LLC
  2. Issuer Name and Ticker or Trading Symbol
FRANKLIN LTD DURATION INCOME TRUST [FTF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
325 N. LASALLE STREET, SUITE 645
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2016
(Street)

CHICAGO, IL 60654
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Auction Rate Preferred Shares 10/27/2016   P   24 (1) A (2) 1,820 I By Affiliates (3)

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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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RIVERNORTH CAPITAL MANAGEMENT, LLC
325 N. LASALLE STREET
SUITE 645
CHICAGO, IL 60654
    X    
RIVERNORTH CAPITAL PARTNERS, L.P.
325 N. LASALLE STREET
SUITE 645
CHICAGO, IL 60654
    X    
RiverNorth Institutional Partners, L.P.
325 N. LASALLE STREET
SUITE 645
CHICAGO, IL 60654
    X    

Signatures

 /s/Marcus Collins, General Counsel and Chief Compliance Officer   11/01/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each of the reporting persons disclaim beneficial ownership of these securities for purposes of Section 16 except to the extent of its pecuniary interest therein.
(2) 93.5% of par.
(3) 646 Auction Rate Preferred Shares are held by RiverNorth Capital Partners, L.P., 1,165 shares are held by RiverNorth Institutional Partners L.P. and 9 shares are held in a separate account managed by RiverNorth Capital Management, LLC. RiverNorth Capital Management, LLC is the general partner of RiverNorth Capital Partners, L.P. and RiverNorth Institutional Partners, L.P. The Auction Rate Preferred Shares reported herein represent the combined holdings in three series of Auction Rate Preferred Shares, which are treated as one class of securities for purposes of this report.

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