PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-02-12

Reporting Person: Harris Timothy P (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-12	Common Stock	M	4175	—	Acquired	13926	Direct
2016-02-12	Common Stock	F	1319	$61.64	Disposed	12607	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-12	2013 Restricted Stock Units	$0	M	4175	Disposed		Common Stock (4175)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1286	Indirect

Footnotes

F1: Represents the vesting of previously awarded restricted stock units.

F2: Represents shares withheld for the payment of taxes when restricted shares vested.

F3: Amount reported has been adjusted to include 9 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2015 and December 31, 2015 based on a plan statement dated December 31, 2015. 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 Restricted Stock Units convert to common stock on a 1 to 1 basis.

F5: The Restricted Stock Units will vest on February 12, 2016.