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PRUDENTIAL FINANCIAL INC Director's Dealing 2016

Aug 10, 2016

30092_dirs_2016-08-10_e28d4e2e-e3ac-4e16-9b25-15731ca6599b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FALZON ROBERT (EVP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-08-08 Common Stock M 38760 $57.00 Acquired 70264 Direct
2016-08-08 Common Stock S 33820 $77.13 Disposed 36444 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-08-08 2013 Employee Stock Option (Right to Buy) $57.00 M 38760 Disposed 2023-02-12 Common Stock (38760) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 573 Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.79 to $77.45 inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: Following the transactions reported on this Form 4, Mr. Falzon continues to hold 36,444 shares directly and 573 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 25,113 vested stock options, 78,191 unvested stock options and 36,401 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 69 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).

F4: The options vest in three equal annual installments beginning on February 12, 2014.