PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-11-09

Reporting Person: Lowrey Charles F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	M	41581	$48.36	Acquired	83717	Direct
2016-11-09	Common Stock	M	74667	$64.01	Acquired	158384	Direct
2016-11-09	Common Stock	S	121976	$90.00	Disposed	36408	Direct
2016-11-10	Common Stock	M	7369	$91.73	Acquired	43777	Direct
2016-11-10	Common Stock	S	7369	$95.00	Disposed	36408	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	2010 Employee Stock Option (Right to Buy)	$48.36	M	41581	Disposed	2020-02-09	Common Stock (41581)	Direct
2016-11-09	2011 Employee Stock Option (Right to Buy)	$64.01	M	74667	Disposed	2021-02-08	Common Stock (74667)	Direct
2016-11-10	2/13/07 Employee Stock Option (Right to Buy)	$91.73	M	7369	Disposed	2017-02-13	Common Stock (7369)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	203	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 May 10, 2016.

F2: Following the transactions reported on this Form 4, Mr. Lowrey continues to hold 36,408 shares directly and 203 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 277,211 vested stock options, 103,244 unvested stock options, and 51,445 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The option vested in three equal annual installments beginning on February 9, 2011.

F4: The option vested in three equal annual installments beginning on February 8, 2012.

F5: The option vested in three equal annual installments beginning on February 13, 2008.