Sec Form 4 Filing - Pelletier Stephen @ PRUDENTIAL FINANCIAL INC - 2017-02-16

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Pelletier Stephen 2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL FINANCIAL INC [ PRU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2017 (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 02/16/2017 M 8,909 A $ 81.17 18,938 D Common Stock 02/16/2017 M 18,927 A $ 63.59 37,865 D Common Stock 02/16/2017 M 26,950 A $ 78.08 64,815 D Common Stock 02/16/2017 M 12,988 A $ 84.53 77,803 D Common Stock 02/16/2017 S 71,334 D $ 112.02 ( 1 ) 6,469 ( 2 ) D Common Stock 582 I By 401(k)

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 4/7/2014 Employee Stock Option (Right to Buy) $ 81.17 02/16/2017 M 8,909 ( 3 ) 04/07/2024 Common Stock 8,909 $ 0 4,455 D 2016 Employee Stock Option (Right to Buy) $ 63.59 02/16/2017 M 18,927 ( 4 ) 02/09/2026 Common Stock 18,927 $ 0 37,856 D 2015 Employee Stock Option (Right to Buy) $ 78.08 02/16/2017 M 26,950 ( 5 ) 02/10/2025 Common Stock 26,950 $ 0 13,475 D 2014 Employee Stock Option (Right to Buy) $ 84.53 02/16/2017 M 12,988 ( 6 ) 02/11/2024 Common Stock 12,988 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pelletier Stephen 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK, NJ07102 Executive Vice President Signatures /s/John M. Cafiero, attorney-in-fact 02/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.88 to $112.11, 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 (1) to this Form 4. ( 2 )Following the transaction reported on this Form 4, Mr. Pelletier continues to hold 6,469 shares directly and 582 shares indirectly in a 401(k) account. Mr. Pelletier also holds an additional 31,847 deferred compensation shares, 88,911 unvested stock options, and 46,103 target performance shares (the exact number awarded being dependent on achievement of performance goals). ( 3 )The options vest in three equal annual installments beginning April 7, 2015. ( 4 )The options vest in three equal annual installments beginning on February 9, 2017. ( 5 )The options vest in three equal annual installments beginning on February 10, 2016. ( 6 )The options vest in three equal annual installments beginning on February 11, 2015.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.