PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Nov 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-11-03

Reporting Person: TAYLOR SHARON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-03	Common Stock	M	14923	$76.15	Acquired	70690	Direct
2015-11-03	Common Stock	S	14589	$85.00	Disposed	56101	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-03	2/14/06 Employee Stock Option (Right to Buy)	$76.15	M	14923	Disposed	2016-02-14	Common Stock (14923)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1601	Indirect

Footnotes

F1: The Sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 14, 2015.

F2: Following the transactions reported on this Form 4, Ms. Taylor continues to hold 56,101 shares directly and 1,601 shares indirectly in a 401(k) account. Ms. Taylor also holds an additional 113,018 vested stock options, 36,067 unvested stock options, and 14,642 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 99 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2014 and September 30, 2015 based on a plan statement dated September 30, 2015. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F4: The option vests in three equal annual installments beginning on February 14, 2007.