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: 2016-11-09

Reporting Person: TAYLOR SHARON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	M	7215	$84.53	Acquired	74655	Direct
2016-11-09	Common Stock	S	7140	$90.00	Disposed	67515	Direct
2016-11-10	Common Stock	M	13815	$91.73	Acquired	81330	Direct
2016-11-10	Common Stock	S	13812	$94.00	Disposed	67518	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	2014 Employee Stock Option (Right to Buy)	$84.53	M	7215	Disposed	2024-02-11	Common Stock (7215)	Direct
2016-11-10	2/13/07 Employee Stock Option (Right to Buy)	$91.73	M	13815	Disposed	2017-02-13	Common Stock (13815)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1729	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 12, 2016.

F2: Following the transactions reported on this Form 4, Ms. Taylor continues to hold 67,518 shares directly and 1,729 shares indirectly in a 401(k) account. Ms. Taylor also holds an additional 6,064 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: The option vested in three equal annual installments beginning on February 11, 2015.

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