PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

May 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-05-10

Reporting Person: POON CHRISTINE A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-10	Common Stock	M	1795	—	Acquired	11583	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-10	2015 Restricted Stock Units	$0	M	1795	Disposed		Common Stock (1795)	Direct
2016-05-10	2016 Restricted Stock Units	$0	A	1944	Acquired		Common Stock (1944)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of PRU common stock.

F2: The restricted stock units vest the earlier of the annual meeting or in one year on May 10, 2016.

F3: Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

F4: The restricted stock units vest the earlier of the annual meeting or in one year on May 10, 2017.