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PRUDENTIAL FINANCIAL INC Director's Dealing 2015

Dec 3, 2015

30092_dirs_2015-12-03_da4dc30a-7a71-4bce-afac-7bd990909d40.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: 2015-12-01

Reporting Person: Koster Barbara (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-12-01 Common Stock M 6964 $76.15 Acquired 40118 Direct
2015-12-01 Common Stock S 6964 $87.05 Disposed 33154 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 6964 Disposed 2016-02-14 Common Stock (6964) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1102 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 $86.73 to $87.55 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, Ms. Koster continues to hold 33,154 shares directly and 1,102 shares indirectly in a 401(k) account. Ms. Koster also holds an additional 113,151 vested stock options, 25,508 unvested stock options, and 10,246 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 73 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 vested in three equal annual installments beginning on February 14, 2007.