PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

Aug 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-08-09

Reporting Person: Silitch Nicholas C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-09	Common Stock	M	5334	$64.01	Acquired	21274	Direct
2017-08-09	Common Stock	M	6579	$59.41	Acquired	27853	Direct
2017-08-09	Common Stock	M	2984	$51.58	Acquired	30837	Direct
2017-08-09	Common Stock	S	14897	$110.00	Disposed	15940	Direct
2017-08-09	Common Stock	G	1001	—	Disposed	14939	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-09	2011 Employee Stock Option (Right to Buy)	$64.01	M	5334	Disposed	2021-02-08	Common Stock (5334)	Direct
2017-08-09	2012 Employee Stock Option (Right to Buy)	$59.41	M	6579	Disposed	2022-02-14	Common Stock (6579)	Direct
2017-08-09	5/8/2012 Employee Stock Option (Right to Buy)	$51.58	M	2984	Disposed	2022-05-08	Common Stock (2984)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	364	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 $109.69 to $110.57 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: Gifts to 501(c)(3) charitable foundations.

F3: Following the transactions reported on this Form 4, Mr. Silitch continues to hold 14,939 shares directly and 364 shares indirectly in a 401(k) account. Mr. Silitch also holds an additional 41,441 vested stock options, 40,201 unvested stock options, and 27,692 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 5 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).

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

F6: The options vest in three equal annual installments beginning on February 14, 2013.

F7: The options vest in three equal annual installments beginning on May 8, 2013.