PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

May 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-05-09

Reporting Person: CASELLAS GILBERT F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Stock	M	2006	—	Acquired	2506	Direct
2017-05-09	Common Stock	D	2006	$107.88	Disposed	500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	2017 Restricted Stock Units	$	A	1390	Acquired		Common Stock (1390)	Direct
2017-05-09	2016 Restricted Stock Units	$0	M	2006	Disposed		Common Stock (2006)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

F2: The restricted stock units vest the earlier of the annual meeting or in one year on May 10, 2018.

F3: The restricted stock units vest the earlier of the annual meeting or in one year on May 10, 2017.