PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

Aug 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-08-07

Reporting Person: Pelletier Stephen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-07	Common Stock	M	4455	$81.17	Acquired	10924	Direct
2017-08-07	Common Stock	S	4133	$112.18	Disposed	6791	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-07	4/7/2014 Employee Stock Option (Right to Buy)	$81.17	M	4455	Disposed	2024-04-07	Common Stock (4455)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	590	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 May 8, 2017.

F2: Following the transaction reported on this Form 4, Mr. Pelletier continues to hold 6,791 shares directly and 590 shares indirectly in a 401(k) account. Mr. Pelletier also holds an additional 32,267 deferred compensation shares, 84,456 unvested stock options, and 46,103 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 8 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).

F4: The options vest in three equal annual installments beginning April 7, 2015.