PRUDENTIAL FINANCIAL INC — Director's Dealing 2020

Feb 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2020-02-11

Reporting Person: FALZON ROBERT (EVP and Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-11	Common Stock	M	22268	—	Acquired	85396	Direct
2020-02-11	Common Stock	F	11300	$95.87	Disposed	74096	Direct
2020-02-11	Common Stock	M	50474	$63.59	Acquired	124570	Direct
2020-02-11	Common Stock	S	39748	$96.44	Disposed	84822	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-11	2017 Performance Shares	$	M	11380	Disposed		Common Stock (11380)	Direct
2020-02-11	2020 Employee Stock Option (Right to Buy)	$95.87	A	74325	Acquired	2030-02-11	Common Stock (74325)	Direct
2020-02-11	2020 Performance Share	$	A	41306	Acquired		Common Stock (41306)	Direct
2020-02-11	2016 Employee Stock Option (Right to Buy)	$63.59	M	50474	Disposed	2026-02-09	Common Stock (50474)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	605	Indirect
Common Stock	3580	Indirect

Footnotes

F1: The Compensation Committee awarded these shares based upon performance relative to the average Return On Equity (ROE) goals and relative to the ROE achievement of certain life insurance peer companies for the 2017 through 2019 performance period.

F2: Includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee.

F3: Represents shares withheld for the payment of taxes.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.43 to $96.45 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 transactions reported on this Form 4, Mr. Falzon continues to hold 84,822 shares directly and 605 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 86,751 vested stock options, 136,943 unvested stock options and 101,294 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F6: Amount reported has been adjusted to include 6 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2019 and December 31, 2019 based on a plan statement dated December 31, 2019. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F7: The options vest in three equal annual installments beginning on February 11, 2021.

F8: The performance shares convert to common stock on a 1 to 1 basis.

F9: 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 2020 through 2022 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2023.

F10: The options vest in three equal annual installments beginning on February 9, 2017.