PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Dec 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-12-01

Reporting Person: Sleyster Scott (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-01	Common Stock	M	13431	$76.15	Acquired	35296.12	Direct
2015-12-01	Common Stock	S	13431	$87.04	Disposed	21865.12	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-01	2/14/06 Employee Stock Option (Right to Buy)	$76.15	M	13431	Disposed	2016-02-14	Common Stock (13431)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6336	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 10, 2015.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.65 to $87.54 inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

F3: Following the transactions reported on this Form 4, Mr. Sleyster continues to hold 21,865 shares directly and 6,336 shares indirectly in a 401(k) account. Mr. Sleyster also holds an additional 117,388 vested stock options, 38,528 unvested stock options, 1,318 restricted stock units and 15,209 target performance shares (the exact number awarded being dependent on achievement of performance goals).

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