PRUDENTIAL FINANCIAL INC — Director's Dealing 2016

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2016-11-09

Reporting Person: FALZON ROBERT (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	M	15007	$84.53	Acquired	51776	Direct
2016-11-09	Common Stock	S	14695	$90.00	Disposed	37081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	2014 Employee Stock Option (Right to Buy)	$84.53	M	15007	Disposed	2024-02-11	Common Stock (15007)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	576	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 August 9, 2016.

F2: Following the transactions reported on this Form 4, Mr. Falzon continues to hold 37,081 shares directly and 576 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 78,191 unvested stock options and 36,401 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The options vested in three equal annual installments beginning on February 11, 2015.