PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Nov 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-11-07

Reporting Person: Silitch Nicholas C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-07	Common Stock	M	24763	$55.56	Acquired	32436	Direct
2016-11-07	Common Stock	M	31977	$57.00	Acquired	64413	Direct
2016-11-07	Common Stock	S	24763	$88.38	Disposed	39650	Direct
2016-11-07	Common Stock	S	27430	$88.32	Disposed	12220	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-07	2010 Employee Stock Option (Right to Buy)	$55.56	M	24763	Disposed	2020-09-15	Common Stock (24763)	Direct
2016-11-07	2013 Employee Stock Option (Right to Buy)	$57.00	M	31977	Disposed	2023-02-12	Common Stock (31977)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	358	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.14 to $88.63 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 1 to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.07 to $88.54 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, Mr. Silitch continues to hold 12,220 shares directly and 358 shares indirectly in a 401(k) account. Mr. Silitch also holds an additional 32,313 vested stock options, 54,656 unvested stock options, and 25,389 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 78 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2015 and September 30, 2016 based on a plan statement dated September 30, 2016. 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 vested in three equal annual installments beginning on September 15, 2011.

F6: The options vest in three equal annual installments beginning on February 12, 2014.