PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-11	Common Stock	M	2717	—	Acquired	17110	Direct
2017-02-11	Common Stock	F	861	$108.75	Disposed	16249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-11	2014 Restricted Stock Units	$0	M	2717	Disposed		Common Stock (2717)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1365	Indirect

Footnotes

F1: Represents the vesting of previously awarded restricted stock units.

F2: Represents shares withheld for the payment of taxes when restricted shares vested.

F3: Amount reported has been adjusted to include 4 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2016 and December 31, 2016 based on a plan statement dated December 31, 2016. 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 Restricted Stock Units convert to common stock on a 1 to 1 basis.

F5: The Restricted Stock Units vested on February 11, 2017.