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: Lowrey Charles F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Stock	M	35795	$80.00	Acquired	92458	Direct
2016-10-05	Common Stock	S	50322	$85.00	Disposed	42136	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	1/18/08 Employee Stock Option (Right to Buy)	$80.00	M	35795	Disposed	2018-01-18	Common Stock (35795)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	203	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 10, 2016.

F2: Following the transactions reported on this Form 4, Mr. Lowrey continues to hold 42,136 shares directly and 203 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 400,828 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 1 share of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 30, 2016 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 vests with 50% after 2 years on 1/18/2010, 25% after year 3 on 1/18/2011, and 25% after year 4 on 1/18/2012.