PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Oct 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-10-05

Reporting Person: Harris Timothy P (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Stock	M	8317	$48.36	Acquired	20924	Direct
2016-10-05	Common Stock	S	6531	$85.00	Disposed	14393	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	2010 Employee Stock Option (Right to Buy)	$48.36	M	8317	Disposed	2020-02-09	Common Stock (8317)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1361	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 May 11, 2016.

F2: Following the transactions reported on this Form 4, Mr. Harris continues to hold 14,393 shares directly and 1,361 shares indirectly in a 401(k) account. Mr. Harris also holds an additional 45,170 vested stock options, 38,349 unvested stock options, 2,717 restricted stock units and 15,979 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 75 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2015 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).

F4: The option vested in three equal annual installments beginning on February 9, 2011.