Sec Form 4 Filing - TANJI KENNETH @ PRUDENTIAL FINANCIAL INC - 2020-02-11

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 TANJI KENNETH 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) EVP and CFO (Last) (First) (Middle) 751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2020 (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 02/11/2020 M 4,486 ( 1 ) ( 2 ) A $ 0 23,771 D Common Stock 02/11/2020 F 1,553 ( 3 ) D $ 95.87 22,218 D Common Stock 41 ( 4 ) 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 2017 Performance Shares $ 0 ( 1 ) 02/11/2020 M 2,063 ( 1 ) ( 1 ) Common Stock 2,063 $ 0 0 D 2020 Employee Stock Option (Right to Buy) $ 95.87 02/11/2020 A 29,280 ( 5 ) 02/11/2030 Common Stock 29,280 $ 0 29,280 D 2020 Performance Share ( 6 ) 02/11/2020 A 16,273 ( 7 ) ( 7 ) Common Stock 16,273 $ 0 16,273 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TANJI KENNETH 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK, NJ07102 EVP and CFO Signatures /s/Andrew Hughes, attorney-in-fact 02/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee. ( 3 )Represents shares withheld for the payment of taxes. ( 4 )Amount reported has been adjusted to include 1 share of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 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). ( 5 )The options vest in three equal annual installments beginning on February 11, 2021. ( 6 )The performance shares convert to common stock on a 1 to 1 basis. ( 7 )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.

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.