PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-03-02

Reporting Person: Koster Barbara (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-02	Common Stock	M	6927	$84.53	Acquired	45245	Direct
2017-03-02	Common Stock	M	17067	$64.01	Acquired	62312	Direct
2017-03-02	Common Stock	S	20409	$112.72	Disposed	41903	Direct
2017-03-02	Common Stock	S	13334	$113.11	Disposed	28569	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-02	2014 Employee Stock Option (Right to Buy)	$84.53	M	6927	Disposed	2024-02-11	Common Stock (6927)	Direct
2017-03-02	2011 Employee Stock Option (Right to Buy)	$64.01	M	17067	Disposed	2021-02-08	Common Stock (17067)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7	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 $112.20 to $113.19, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.20 to $113.59 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, Ms. Koster continues to hold 28,569 shares directly and 7 shares indirectly in a 401(k) account. Ms. Koster also holds an additional 72,364 vested stock options, 21,009 unvested stock options, and 14,372 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: The options vest in three equal annual installments beginning on February 11, 2015.

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