PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Nov 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-11-07

Reporting Person: STRANGFELD JOHN R JR (Director, Chief Executive Officer, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-07	Common Stock	S	80000	$88.00	Disposed	246800	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1770	Indirect
Common Stock	592	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 12, 2016.

F2: Following the transactions reported on this Form 4, Mr. Strangfeld continues to hold 246,800 shares directly and 1,770 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 1,210,080 vested stock options, 207,983 unvested stock options and 101,443 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 110 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.