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: Sleyster Scott (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	M	4690	$69.03	Acquired	29496.12	Direct
2016-11-09	Common Stock	S	4690	$90.00	Disposed	24806.12	Direct
2016-11-10	Common Stock	M	12434	$91.73	Acquired	37240.12	Direct
2016-11-10	Common Stock	S	12434	$95.00	Disposed	24806.12	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	2/12/08 Employee Stock Option (Right to Buy)	$69.03	M	4690	Disposed	2018-02-12	Common Stock (4690)	Direct
2016-11-10	2/13/07 Employee Stock Option (Right to Buy)	$91.73	M	12434	Disposed	2017-02-13	Common Stock (12434)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6632	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 13, 2016.

F2: Following the transactions reported on this Form 4, Mr. Sleyster continues to hold 24,806 shares directly and 6,632 shares indirectly in a 401(k) account. Mr. Sleyster also holds an additional 74,368 deferred compensation shares, 110,019 vested stock options, 52,202 unvested stock options, 1,318 restricted stock units and 23,143 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 12, 2009.

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