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: Harris Timothy P (EVP and General Counsel)

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	25237	Acquired	2026-02-09	Common Stock (25237)	Direct
2016-02-09	2016 Performance Shares	$	A	8312	Acquired		Common Stock (8312)	Direct

Footnotes

F1: The options vest in three equal annual installments beginning on February 9, 2017.

F2: The performance shares convert to common stock on a 1 to 1 basis.

F3: 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.