PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Oct 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-10-05

Reporting Person: FALZON ROBERT (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Stock	M	10106	$78.08	Acquired	46550	Direct
2016-10-05	Common Stock	S	9781	$85.00	Disposed	36769	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	2015 Employee Stock Option (Right to Buy)	$78.08	M	10106	Disposed	2025-02-10	Common Stock (10106)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	576	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 August 9, 2016.

F2: Following the transactions reported on this Form 4, Mr. Falzon continues to hold 36,769 shares directly and 576 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 15,007 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 3 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 30, 2016 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 options vest in three equal annual installments beginning on February 10, 2016.