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: 2016-11-10

Reporting Person: GRIER MARK B (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-10	Common Stock	M	66310	$91.73	Acquired	390295	Direct
2016-11-10	Common Stock	S	65873	$94.00	Disposed	324422	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-10	2/13/07 Employee Stock Option (Right to Buy)	$91.73	M	66310	Disposed	2017-02-13	Common Stock (66310)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22870	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 September 14, 2016.

F2: Following the transactions reported on this Form 4, Mr. Grier continues to hold 324,422 shares directly and 22,870 shares indirectly in a 401(k) account. Mr. Grier also holds an additional 257,540 vested stock options, 168,312 unvested stock options and 82,564 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 712 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).

F4: The option vested in three equal annual installments beginning on February 13, 2008.