Sec Form 4 Filing - STRANGFELD JOHN R JR @ PRUDENTIAL FINANCIAL INC - 2016-08-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STRANGFELD JOHN R JR 2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL FINANCIAL INC [ PRU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) Chief Executive Officer/Chairman of the Board (Last) (First) (Middle) 751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2016 (Street) NEWARK, NJ07102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/09/2016 G V 6,300 ( 1 ) D $ 0 320,500 D Common Stock 11/09/2016 M 143,177 A $ 80 383,677 D Common Stock 11/09/2016 M 146,315 A $ 69.03 529,992 D Common Stock 11/09/2016 S 275,855 ( 2 ) D $ 90 254,137 D Common Stock 11/10/2016 M 66,310 A $ 91.73 320,447 D Common Stock 11/10/2016 S 65,873 ( 2 ) D $ 94 254,574 D Common Stock 11/10/2016 M 135,136 A $ 48.36 389,710 D C ommon Stock 11/10/2016 S 117,040 ( 2 ) D $ 95 272,670 ( 3 ) D Common Stock 1,770 I By 401(k) Common Stock 592 ( 4 ) I By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 1/18/08 Employee Stock Option (Right to Buy) $ 80 11/09/2016 M 143,177 ( 5 ) 01/18/2018 Common Stock 143,177 $ 0 0 D 2/12/08 Employee Stock Option (Right to Buy) $ 69.03 11/09/2016 M 146,315 ( 6 ) 02/12/2018 Common Stock 146,315 $ 0 0 D 2/13/07 Employee Stock Option (Right to Buy) $ 91.73 11/10/2016 M 66,310 ( 7 ) 02/13/2017 Common Stock 66,310 $ 0 0 D 2010 Employee Stock Option (Right to Buy) $ 48.36 11/10/2016 M 135,136 ( 8 ) 02/09/2020 Common Stock 135,136 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STRANGFELD JOHN R JR 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK, NJ07102 X Chief Executive Officer Chairman of the Board Signatures /s/Andrew Hughes, attorney-in-fact 11/14/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gifts to 501(c)(3) charitable foundations. ( 2 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2016. ( 3 )Following the transactions reported on this Form 4, Mr. Strangfeld continues to hold 272,670 shares directly and 1,770 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 41,428 deferred compensation shares, 719,142 vested stock options, 207,983 unvested stock options and 101,443 target performance shares (the exact number awarded being dependent on achievement of performance goals). ( 4 )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. ( 5 )The option vested with 50% after 2 years on 1/18/2010, 25% after year 3 on 1/18/2011, and 25% after year 4 on 1/18/2012. ( 6 )The option vested in three equal annual installments beginning on February 12, 2009. ( 7 )The option vested in three equal annual installments beginning on February 13, 2008. ( 8 )The options vested in three equal annual installments beginning on February 9, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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