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: Lowrey Charles F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-03	Common Stock	M	7959	$76.15	Acquired	51965	Direct
2015-11-03	Common Stock	S	7959	$85.00	Disposed	44006	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	7959	Disposed	2016-02-14	Common Stock (7959)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	126	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 August 27, 2015.

F2: Following the transactions reported on this Form 4, Mr. Lowrey continues to hold 44,006 shares directly and 126 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 406,516 vested stock options, 115,058 unvested stock options, and 47,360 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 66 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 vested in three equal annual installments beginning on February 14, 2007.