PRUDENTIAL FINANCIAL INC — Director's Dealing 2018

Feb 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2018-02-20

Reporting Person: Pelletier Stephen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-20	Common Stock	M	13475	$78.08	Acquired	30318	Direct
2018-02-20	Common Stock	M	18928	$63.59	Acquired	49246	Direct
2018-02-20	Common Stock	S	6469	$108.71	Disposed	42777	Direct
2018-02-20	Common Stock	S	7034	$108.88	Disposed	35743	Direct
2018-02-20	Common Stock	S	22200	$108.44	Disposed	13543	Direct
2018-02-21	Common Stock	S	5026	$110.02	Disposed	8517	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-20	2015 Employee Stock Option (Right to Buy)	$78.08	M	13475	Disposed	2025-02-10	Common Stock (13475)	Direct
2018-02-20	2016 Employee Stock Option (Right to Buy)	$63.59	M	18928	Disposed	2026-02-09	Common Stock (18928)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	597	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 November 13, 2017.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.27 to $109.07, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.78 to $109.08, 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 (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.96 to $108.77, 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 (4) to this Form 4.

F5: Following the transaction reported on this Form 4, Mr. Pelletier continues to hold 8,517 shares directly and 597 shares indirectly in a 401(k) account. Mr. Pelletier also holds an additional 11,041 vested stock options, 71,897 unvested stock options, 32,697 deferred compensation shares, and 43,194 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F6: The options vest in three equal annual installments beginning on February 10, 2016.

F7: The options vest in three equal annual installments beginning on February 9, 2017.