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: TAYLOR SHARON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-09	Common Stock	M	7537	$48.36	Acquired	67251	Direct
2016-09-09	Common Stock	M	6689	$59.41	Acquired	73940	Direct
2016-09-09	Common Stock	S	13039	$80.01	Disposed	60901	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-09	2010 Employee Stock Option (Right to Buy)	$48.36	M	7537	Disposed	2020-02-09	Common Stock (7537)	Direct
2016-09-09	2012 Employee Stock Option (Right to Buy)	$59.41	M	6689	Disposed	2022-02-14	Common Stock (6689)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1719	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 $80.00 to $80.02, 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: Following the transactions reported on this Form 4, Ms. Taylor continues to hold 60,901 shares directly and 1,719 shares indirectly in a 401(k) account. Ms. Taylor also holds an additional 119,123 vested stock options, 38,449 unvested stock options, and 18,296 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 107 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2015 and June 30, 2016 based on a plan statement dated June 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 options vest in three equal annual installments beginning on February 9, 2011.

F5: The options vest in three equal annual installments beginning on February 14, 2013.