PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Oct 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: TAYLOR SHARON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-10	Common Stock	M	16320	$69.03	Acquired	77221	Direct
2016-10-10	Common Stock	M	7536	$48.36	Acquired	84757	Direct
2016-10-10	Common Stock	M	19200	$64.01	Acquired	103957	Direct
2016-10-10	Common Stock	M	16996	$59.41	Acquired	120953	Direct
2016-10-10	Common Stock	M	31977	$57.00	Acquired	152930	Direct
2016-10-10	Common Stock	S	65847	$85.00	Disposed	87083	Direct
2016-10-10	Common Stock	S	4821	$84.99	Disposed	82262	Direct
2016-10-10	Common Stock	S	14822	$84.97	Disposed	67440	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-10	2/12/08 Employee Stock Option (Right to Buy)	$69.03	M	16320	Disposed	2018-02-12	Common Stock (16320)	Direct
2016-10-10	2010 Employee Stock Option (Right to Buy)	$48.36	M	7536	Disposed	2020-02-09	Common Stock (7536)	Direct
2016-10-10	2011 Employee Stock Option (Right to Buy)	$64.01	M	19200	Disposed	2021-02-08	Common Stock (19200)	Direct
2016-10-10	2012 Employee Stock Option (Right to Buy)	$59.41	M	16996	Disposed	2022-02-14	Common Stock (16996)	Direct
2016-10-10	2013 Employee Stock Option (Right to Buy)	$57.00	M	31977	Disposed	2023-02-12	Common Stock (31977)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1729	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 12, 2016.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.65 to $85.16 inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.68 to $85.15 inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 to this Form 4.

F4: Following the transactions reported on this Form 4, Ms. Taylor continues to hold 67,440 shares directly and 1,729 shares indirectly in a 401(k) account. Ms. Taylor also holds an additional 27,094 vested stock options, 38,449 unvested stock options, and 18,296 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F5: Amount reported has been adjusted to include 10 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).

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

F7: The options vest in three equal annual installments beginning on February 9, 2011.

F8: The options vest in three equal annual installments beginning on February 8, 2012.

F9: The options vest in three equal annual installments beginning on February 14, 2013.

F10: The options vest in three equal annual installments beginning on February 12, 2014.