PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Feb 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-02-09

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
2016-02-09	Common Stock	M	44357	—	Acquired	344658	Direct
2016-02-09	Common Stock	F	17858	$63.59	Disposed	326800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-09	2016 Employee Stock Option (Right to Buy)	$63.59	A	126183	Acquired	2026-02-09	Common Stock (126183)	Direct
2016-02-09	2016 Performance Shares	$	A	41558	Acquired		Common Stock (41558)	Direct
2016-02-09	2013 Performance Shares	$0	M	29571	Disposed		Common Stock (29571)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1660	Indirect
Common Stock	579	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 12, 2013, and originally reported on a Form 4 filed with the SEC on February 14, 2013, based upon performance relative to the average Return On Equity (ROE) goals during the 2013 through 2015 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: Amount reported has been adjusted to include 12 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 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.

F5: The options vest in three equal annual installments beginning on February 9, 2017.

F6: The performance shares convert to common stock on a 1 to 1 basis.

F7: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2016 through 2018 performance period and relative performance against certain life insurance peer companies. The actual number of shares to be received will be determined by the Compensation Committee in February 2019.