PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

Nov 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-11-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-29	Common Stock	M	10527	$59.41	Acquired	30462	Direct
2017-11-29	Common Stock	S	10527	$115.00	Disposed	19935	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-29	2012 Employee Stock Option (Right to Buy)	$59.41	M	10527	Disposed	2022-02-14	Common Stock (10527)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1392	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 August 23, 2017.

F2: Following the transaction reported on this Form 4, Mr. Harris continues to hold 19,935 shares directly and 1,392 shares indirectly in a 401(k) account. Mr. Harris also holds an additional 36,350 vested stock options, 31,783 unvested stock options, and 21,661 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 27 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2016 and September 30, 2017 based on a plan statement dated September 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 option vested in three equal annual installments beginning on February 14, 2013.