PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-02-16

Reporting Person: Axel Robert (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Common Stock	M	1003	$87.45	Acquired	3235	Direct
2017-02-16	Common Stock	M	3369	$78.08	Acquired	6604	Direct
2017-02-16	Common Stock	M	2103	$63.59	Acquired	8707	Direct
2017-02-16	Common Stock	M	1386	$84.53	Acquired	10093	Direct
2017-02-16	Common Stock	M	1551	$57.00	Acquired	11644	Direct
2017-02-16	Common Stock	S	5861	$112.04	Disposed	5783	Direct
2017-02-16	Common Stock	S	2937	$112.01	Disposed	2846	Direct
2017-02-16	Common Stock	S	2015	$111.97	Disposed	831	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-16	3/11/2014 Employee Stock Option (right to buy)	$87.45	M	1003	Disposed	2024-03-11	Common Stock (1003)	Direct
2017-02-16	2015 Employee Stock Option (Right to Buy)	$78.08	M	3369	Disposed	2025-02-10	Common Stock (3369)	Direct
2017-02-16	2016 Employee Stock Option (Right to Buy)	$63.59	M	2103	Disposed	2026-02-09	Common Stock (2103)	Direct
2017-02-16	2014 Employee Stock Option (Right to Buy)	$84.53	M	1386	Disposed	2024-02-11	Common Stock (1386)	Direct
2017-02-16	2013 Employee Stock Option (Right to Buy)	$57.00	M	1551	Disposed	2023-02-12	Common Stock (1551)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	961	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.04 to $112.06, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: Following the transactions reported on this Form 4, Mr. Axel continues to hold 831 shares directly and 961 shares indirectly in a 401(k) account. Mr. Axel also holds an additional 8,419 unvested stock options and 5,468 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The options vest in three equal annual installments beginning on March 11, 2015.

F4: The options vest in three equal annual installments beginning on February 10, 2016.

F5: The options vest in three equal annual installments beginning on February 9, 2017.

F6: The options vest in three equal annual installments beginning on February 11, 2015.

F7: The options vest in three equal annual installments beginning on February 12, 2014.