PRUDENTIAL FINANCIAL INC — Director's Dealing 2018

Oct 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2018-09-28

Reporting Person: Sleyster Scott (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-28	Common Stock	M	23300	$25.30	Acquired	57758.12	Direct
2018-09-28	Common Stock	S	11000	$99.39	Disposed	46758.12	Direct
2018-09-28	Common Stock	S	12300	$100.05	Disposed	34458.12	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-28	2/10/09 Employee Stock Option (Right to Buy)	$25.30	M	23300	Disposed	2019-02-10	Common Stock (23300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7025	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 29, 2018.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.80 to $99.80, 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 $99.81 to $100.35, 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: Following the transactions reported on this Form 4, Mr. Sleyster continues to hold 34,458 shares directly and 7,025 shares indirectly in a 401(k) account. Mr. Sleyster also holds an additional 79,008 deferred compensation shares, 131,175 vested stock options, 27,069 unvested stock options, and 24,601 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F5: Amount reported has been adjusted to include 204 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2017 and September 30, 2018 based on a plan statement dated September 30, 2018. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F6: The option vests in three equal annual installments beginning on February 10, 2010.