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PRUDENTIAL FINANCIAL INC Director's Dealing 2017

Jul 6, 2017

30092_dirs_2017-07-06_922fd60b-6463-4a15-ba55-dd685ca5783d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-07-03

Reporting Person: STRANGFELD JOHN R JR (Director, Chief Executive Officer, Chairman of the Board)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-07-03 Common Stock M 170667 $64.01 Acquired 456121 Direct
2017-07-03 Common Stock S 201585 $110.00 Disposed 254536 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-07-03 2011 Employee Stock Option (Right to Buy) $64.01 M 170667 Disposed 2021-02-08 Common Stock (170667) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1797 Indirect
Common Stock 596 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 February 13, 2017.

F2: Following the transactions reported on this Form 4, Mr. Strangfeld continues to hold 254,536 shares directly and 1,797 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 643,702 vested stock options, 186,367 unvested stock options, 42,147 deferred compensation shares, and 101,030 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 22 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2016 and June 30, 2017 based on a plan statement dated June 30, 2017. 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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F5: The options vest in three equal annual installments beginning on February 8, 2012.