PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-11-14

Reporting Person: Koster Barbara (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-14	Common Stock	M	22368	$25.30	Acquired	58367	Direct
2016-11-14	Common Stock	S	22368	$100.00	Disposed	35999	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-14	2/10/09 Employee Stock Option (Right to Buy)	$25.30	M	22368	Disposed	2019-02-10	Common Stock (22368)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1197	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 13, 2016.

F2: Following the transactions reported on this Form 4, Ms. Koster continues to hold 35,999 shares directly and 1,197 shares indirectly in a 401(k) account. Ms. Koster also holds an additional 83,887 vested stock options, 28,419 unvested stock options, and 13,177 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The option vests in three equal annual installments beginning on February 10, 2010.