PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Aug 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-08-17

Reporting Person: Pelletier Stephen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-17	Common Stock	M	9690	$57.00	Acquired	12597	Direct
2015-08-17	Common Stock	S	10690	$88.93	Disposed	1907	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-17	2013 Employee Stock Option (Right to Buy)	$57.00	M	9690	Disposed	2023-02-12	Common Stock (9690)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	499	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 March 12, 2015.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.57 to $89.77, 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 transaction reported on this Form 4, Mr. Pelletier continues to hold 1,907 shares directly and 499 shares indirectly in a 401(k) account. Mr. Pelletier also holds an additional 30,362 deferred compensation shares, 99,455 vested stock options, 72,529 unvested stock options, and 30,155 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 55 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2014 and June 30, 2015 based on a plan statement dated June 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 options vest in three equal annual installments beginning on February 12, 2014.