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: 2017-02-17

Reporting Person: Harris Timothy P (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	M	8534	$64.01	Acquired	26022	Direct
2017-02-17	Common Stock	S	6087	$110.75	Disposed	19935	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	2011 Employee Stock Option (Right to Buy)	$64.01	M	8534	Disposed	2021-02-08	Common Stock (8534)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1365	Indirect

Footnotes

F1: Following the transaction reported on this Form 4, Mr. Harris continues to hold 19,935 shares directly and 1,365 shares indirectly in a 401(k) account. Mr. Harris also holds an additional 42,866 vested stock options, 35,794 unvested stock options, and 21,661 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F2: The option vested in three equal annual installments beginning on February 8, 2012.