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: Lowrey Charles F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-09	Common Stock	M	23483	—	Acquired	67489	Direct
2016-02-09	Common Stock	F	10826	$63.59	Disposed	56663	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	59937	Acquired	2026-02-09	Common Stock (59937)	Direct
2016-02-09	2016 Performance Shares	$	A	19740	Acquired		Common Stock (19740)	Direct
2016-02-09	2013 Performance Shares	$0	M	15655	Disposed		Common Stock (15655)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	126	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: The options vest in three equal annual installments beginning on February 9, 2017.

F4: The performance shares convert to common stock on a 1 to 1 basis.

F5: 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.