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: 2016-08-09

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
2016-08-09	Common Stock	G	6300	—	Disposed	320500	Direct
2016-11-09	Common Stock	M	143177	$80.00	Acquired	383677	Direct
2016-11-09	Common Stock	M	146315	$69.03	Acquired	529992	Direct
2016-11-09	Common Stock	S	275855	$90.00	Disposed	254137	Direct
2016-11-10	Common Stock	M	66310	$91.73	Acquired	320447	Direct
2016-11-10	Common Stock	S	65873	$94.00	Disposed	254574	Direct
2016-11-10	Common Stock	M	135136	$48.36	Acquired	389710	Direct
2016-11-10	Common Stock	S	117040	$95.00	Disposed	272670	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	1/18/08 Employee Stock Option (Right to Buy)	$80.00	M	143177	Disposed	2018-01-18	Common Stock (143177)	Direct
2016-11-09	2/12/08 Employee Stock Option (Right to Buy)	$69.03	M	146315	Disposed	2018-02-12	Common Stock (146315)	Direct
2016-11-10	2/13/07 Employee Stock Option (Right to Buy)	$91.73	M	66310	Disposed	2017-02-13	Common Stock (66310)	Direct
2016-11-10	2010 Employee Stock Option (Right to Buy)	$48.36	M	135136	Disposed	2020-02-09	Common Stock (135136)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1770	Indirect
Common Stock	592	Indirect

Footnotes

F1: Gifts to 501(c)(3) charitable foundations.

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2016.

F3: Following the transactions reported on this Form 4, Mr. Strangfeld continues to hold 272,670 shares directly and 1,770 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 41,428 deferred compensation shares, 719,142 vested stock options, 207,983 unvested stock options and 101,443 target performance shares (the exact number awarded being dependent on achievement of performance goals).

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 option vested with 50% after 2 years on 1/18/2010, 25% after year 3 on 1/18/2011, and 25% after year 4 on 1/18/2012.

F6: The option vested in three equal annual installments beginning on February 12, 2009.

F7: The option vested in three equal annual installments beginning on February 13, 2008.

F8: The options vested in three equal annual installments beginning on February 9, 2011.