PRUDENTIAL FINANCIAL INC — Director's Dealing 2019

Feb 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2019-02-12

Reporting Person: STRANGFELD JOHN R JR (Director, NON-EXEC CHAIRMAN OF THE BOARD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Common Stock	M	47460	—	Acquired	321978	Direct
2019-02-12	Common Stock	F	21784	$93.36	Disposed	300194	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	2016 Performance Shares	$	M	41558	Disposed		Common Stock (41558)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1904	Indirect
Common Stock	596	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 9, 2016, and originally reported on a Form 4 filed with the SEC on February 11, 2016, 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 2016 through 2018 performance period.

F2: Represents shares withheld for the payment of taxes.