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: GRIER MARK B (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-01	Common Stock	M	63669	$76.15	Acquired	363997	Direct
2015-12-01	Common Stock	S	62245	$86.93	Disposed	301752	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	63669	Disposed	2016-02-14	Common Stock (63669)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22002	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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.57 to $87.59 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. Grier continues to hold 301,752 shares directly and 22,002 shares indirectly in a 401(k) account. Mr. Grier also holds an additional 212,237 vested stock options, 178,978 unvested stock options, and 73,671 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 569 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).

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