PRUDENTIAL FINANCIAL INC — Director's Dealing 2018

Feb 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2018-02-13

Reporting Person: Sleyster Scott (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-13	Common Stock	M	9872	—	Acquired	37586.12	Direct
2018-02-13	Common Stock	F	3128	$106.89	Disposed	34458.12	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	2015 Performance Shares	$0	M	8942	Disposed		Common Stock (8942)	Direct
2018-02-13	2018 Employee Stock Option (Right to Buy)	$106.89	A	8453	Acquired	2028-02-13	Common Stock (8453)	Direct
2018-02-13	2018 Performance Shares	$0	A	6399	Acquired		Common Stock (6399)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6821	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 10, 2015, and originally reported on a Form 4 filed with the SEC on February 12, 2015, based upon performance relative to the average Return On Equity (ROE) goals modified by ROE, EPS Growth and Book Value Per Share Growth relative to certain life insurance peers during the 2015 through 2017 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: Amount reported has been adjusted to include 171 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2016 and December 31, 2017 based on a plan statement dated December 31, 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 options vest in three equal annual installments beginning on February 13, 2019.

F5: The performance shares convert to common stock on a 1 to 1 basis.

F6: Represents the target number of shares to be received relative to the Company's average ROE goals and relative to the ROE achievement of certain life insurance peer companies for the 2018 through 2020 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2021.