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: Lambert Richard F (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	M	2912	$91.73	Acquired	12262	Direct
2016-11-09	Common Stock	S	2912	$93.00	Disposed	9350	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	2/13/07 Employee Stock Option (Right to Buy)	$91.73	M	2912	Disposed	2017-02-13	Common Stock (2912)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5506	Indirect
Common Stock	72	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 9, 2016.

F2: Following the transactions reported on this Form 4, Mr. Lambert continues to hold 9,350 shares directly and 5,506 shares indirectly in a 401(k) account. Mr. Lambert also holds an additional 33,298 vested stock options, 31,344 unvested stock options, and 14,426 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 223 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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F5: The option vested in three equal annual installments beginning on February 13, 2008.