PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-02-14

Reporting Person: Axel Robert (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-14	Common Stock	M	1193	—	Acquired	2721	Direct
2017-02-14	Common Stock	F	489	$110.45	Disposed	2232	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-14	2017 Employee Stock Option (Right to Buy)	$110.45	A	2025	Acquired	2027-02-14	Common Stock (2025)	Direct
2017-02-14	2014 Performance Shares	$0	M	363	Disposed		Common Stock (363)	Direct
2017-02-14	2017 Performance Shares	$	A	1565	Acquired		Common Stock (1565)	Direct
2017-02-14	3/11/2014 Performance Shares	$0	M	591	Disposed		Common Stock (591)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	961	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 11, 2014 and March 11, 2014, respectively, and originally reported on a Form 3 filed with the SEC on March 21, 2014, based upon performance relative to the average Return On Equity (ROE) goals during the 2014 through 2016 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: The options vest in three equal annual installments beginning on February 14, 2018.

F4: The performance shares convert to common stock on a 1 to 1 basis.

F5: Represents the target number of shares to be received relative to the Company's average ROE goals and relative to the ROE achievement of certain life insurance peer companies for the 2017 through 2019 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2020.