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: Harris Timothy P (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Common Stock	M	9493	—	Acquired	34184	Direct
2019-02-12	Common Stock	F	2935	$93.36	Disposed	31249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	2016 Performance Shares	$	M	8312	Disposed		Common Stock (8312)	Direct
2019-02-12	2019 Employee Stock Option (Right to Buy)	$93.36	A	13792	Acquired	2029-02-12	Common Stock (13792)	Direct
2019-02-12	2019 Performance Shares	$0	A	8837	Acquired		Common Stock (8837)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1464	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.

F3: Amount reported has been adjusted to include 64 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2017 and December 31, 2018 based on a plan statement dated December 31, 2018. 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 12, 2020.

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 2019 through 2021 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2022.