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: Lambert Richard F (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-14	Common Stock	M	3397	—	Acquired	12747	Direct
2017-02-14	Common Stock	F	1082	$110.45	Disposed	11665	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	5521	Acquired	2027-02-14	Common Stock (5521)	Direct
2017-02-14	2017 Performance Shares	$	A	4268	Acquired		Common Stock (4268)	Direct
2017-02-14	2014 Performance Shares	$0	M	2717	Disposed		Common Stock (2717)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5521	Indirect
Common Stock	72	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 11, 2014, and originally reported on a Form 4 filed with the SEC on February 13, 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: Amount reported has been adjusted to include 15 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2016 and December 31, 2016 based on a plan statement dated December 31, 2016. 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 14, 2018.

F6: The performance shares convert to common stock on a 1 to 1 basis.

F7: 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.