PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

May 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-05-08

Reporting Person: Lowrey Charles F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-08	Common Stock	M	105264	$59.41	Acquired	151418	Direct
2017-05-08	Common Stock	M	130814	$57.00	Acquired	282232	Direct
2017-05-08	Common Stock	S	222857	$108.04	Disposed	59375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-08	2012 Employee Stock Option (Right to Buy)	$59.41	M	105264	Disposed	2022-02-14	Common Stock (105264)	Direct
2017-05-08	2013 Employee Stock Option (Right to Buy)	$57.00	M	130814	Disposed	2023-02-12	Common Stock (130814)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	205	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 16, 2017.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.80 to $108.61, 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 (2) to this Form 4.

F3: Following the transactions reported on this Form 4, Mr. Lowrey continues to hold 59,375 shares directly and 205 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 89,259 vested stock options, 91,924 unvested stock options, and 50,389 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 1 share of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2016 and March 31, 2017 based on a plan statement dated March 31, 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 14, 2013.

F6: The options vest in three equal annual installments beginning on February 12, 2014.