PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Sep 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Pelletier Stephen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-09	Common Stock	M	5702	$59.41	Acquired	8266	Direct
2016-09-09	Common Stock	M	33915	$57.00	Acquired	42181	Direct
2016-09-09	Common Stock	S	39617	$80.00	Disposed	2564	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-09	2012 Employee Stock Option (Right to Buy)	$59.41	M	5702	Disposed	2022-02-14	Common Stock (5702)	Direct
2016-09-09	2013 Employee Stock Option (Right to Buy)	$57.00	M	33915	Disposed	2023-02-12	Common Stock (33915)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	578	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 26, 2016.

F2: Following the transaction reported on this Form 4, Mr. Pelletier continues to hold 2,564 shares directly and 578 shares indirectly in a 401(k) account. Mr. Pelletier also holds an additional 31,594 deferred compensation shares, 34,082 vested stock options, 92,518 unvested stock options, and 43,637 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The options vest in three equal annual installments beginning on February 14, 2013.

F4: The options vest in three equal annual installments beginning on February 12, 2014.