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: Harris Timothy P (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	M	5527	$91.73	Acquired	19920	Direct
2016-11-09	Common Stock	S	5527	$93.00	Disposed	14393	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	2/13/07 Employee Stock Option (Right to Buy)	$91.73	M	5527	Disposed	2017-02-13	Common Stock (5527)	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 39,643 vested stock options, 38,349 unvested stock options and 15,979 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 13, 2008.