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PRUDENTIAL FINANCIAL INC Director's Dealing 2015

Nov 17, 2015

30092_dirs_2015-11-17_bf7b4b53-b9ed-4ed4-b1d4-b6ca081131d4.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: 2015-11-15

Reporting Person: Sleyster Scott (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-11-15 Common Stock M 1318 Acquired 22464.12 Direct
2015-11-15 Common Stock F 599 $84.29 Disposed 21865.12 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-11-15 11/15/2012 Restricted Stock Units $0 M 1318 Disposed Common Stock (1318) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6336 Indirect

Footnotes

F1: Represents the vesting of previously awarded restricted stock units.

F2: Represents shares withheld for the payment of taxes when restricted shares vested.

F3: Amount reported has been adjusted to include 201 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 Restricted Stock Units convert to common stock on a 1 to 1 basis.

F5: The Restricted Stock Units vested on November 15, 2015.