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: CULLEN JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-10	Common Stock	M	1795	—	Acquired	3795	Direct
2016-05-10	Common Stock	D	1795	$77.16	Disposed	2000	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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33	Indirect

Footnotes

F1: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F2: Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

F3: The restricted stock units vest the earlier of the annual meeting or in one year on May 10, 2016.

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