PRUDENTIAL FINANCIAL INC — Director's Dealing 2019

Jan 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2019-01-09

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
2019-01-09	Common Stock	M	33693	—	Acquired	308211	Direct
2019-01-09	Common Stock	D	33693	$85.50	Disposed	274518	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-09	Deferred Compensation Shares	$0	M	33693	Disposed		Common Stock (33693)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1904	Indirect
Common Stock	596	Indirect

Footnotes

F1: Distribution resulting from retirement as Chief Executive Officer.

F2: Following the transaction reported on this Form 4, Mr. Strangfeld continues to hold 274,518 shares directly and 1,904 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 738,934 vested stock options, 237,423 unvested stock options, 10,935 deferred compensation shares, and 125,379 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 83 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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F5: Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1 to 1 basis.

F6: Deferred Compensation Shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.