PRUDENTIAL FINANCIAL INC — Director's Dealing 2019

Feb 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2019-02-20

Reporting Person: Pelletier Stephen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-20	Common Stock	M	18928	$63.59	Acquired	33977	Direct
2019-02-20	Common Stock	S	3491	$94.03	Disposed	30486	Direct
2019-02-20	Common Stock	S	5026	$94.01	Disposed	25460	Direct
2019-02-20	Common Stock	S	17489	$94.05	Disposed	7971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-20	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	625	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 September 13, 2018.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.70 to $94.40, 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 $93.76 to $94.35, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.71 to $94.40, 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 7,971 shares directly and 625 shares indirectly in a 401(k) account. Mr. Pelletier also holds an additional 32,378 vested stock options, 126,918 unvested stock options, 34,166 deferred compensation shares, and 39,757 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 9, 2017.