PRUDENTIAL FINANCIAL INC — Director's Dealing 2017

Nov 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2017-11-08

Reporting Person: Lowrey Charles F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-08	Common Stock	M	19979	$63.59	Acquired	79354	Direct
2017-11-08	Common Stock	S	44630	$111.91	Disposed	34724	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-08	2016 Employee Stock Option (Right to Buy)	$63.59	M	19979	Disposed	2026-02-09	Common Stock (19979)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	208	Indirect
Common Stock	303	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 24, 2017.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.34 to $112.30, 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, Mr. Lowrey continues to hold 34,724 shares directly, 208 shares indirectly in a 401(k) account and 303 shares indirectly in the Lowrey Family Trust account. Mr. Lowrey also holds an additional 69,280 vested stock options, 91,924 unvested stock options, and 50,389 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 3 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between March 31, 2017 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).

F5: The shares were acquired as a result of being appointed trustee of the Lowrey Family Trust on August 18, 2017. The reporting person disclaims beneficial ownership of the stock held by the trust except to the extent of his pecuniary interest therein.

F6: The options vest in three equal annual installments beginning on February 9, 2017.