PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Sep 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Lowrey Charles F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-09	Common Stock	M	41644	$69.03	Acquired	98307	Direct
2016-09-09	Common Stock	S	41644	$80.00	Disposed	56663	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-09	2/12/08 Employee Stock Option (Right to Buy)	$69.03	M	41644	Disposed	2018-02-12	Common Stock (41644)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	202	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 10, 2016.

F2: Following the transactions reported on this Form 4, Mr. Lowrey continues to hold 56,663 shares directly and 202 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 436,623 vested stock options, 103,244 unvested stock options, and 51,445 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 76 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2015 and June 30, 2016 based on a plan statement dated June 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 option vested in three equal annual installments beginning on February 12, 2009.