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PRUDENTIAL FINANCIAL INC Director's Dealing 2015

Nov 5, 2015

30092_dirs_2015-11-05_74e4ba00-cdc7-446a-bb8a-3c93cb2b157c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STRANGFELD JOHN R JR (Director, Chief Executive Officer, Chairman of the Board)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-11-03 Common Stock M 71628 $76.15 Acquired 377316 Direct
2015-11-03 Common Stock S 70026 $85.00 Disposed 307290 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 71628 Disposed 2016-02-14 Common Stock (71628) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1648 Indirect
Common Stock 579 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 11, 2015.

F2: Following the transactions reported on this Form 4, Mr. Strangfeld continues to hold 307,290 shares directly and 1,648 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 1,074,550 vested stock options, 217,330 unvested stock options, and 89,456 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 24 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between March 31, 2015 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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F5: The option vests in three equal annual installments beginning on February 14, 2007.