PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Aug 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-08-08

Reporting Person: Pelletier Stephen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-08	Common Stock	S	4470	$76.36	Disposed	2564	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	578	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 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, 73,699 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: Amount reported has been adjusted to include 70 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).