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Filing Details

Accession Number:: 0001127602-20-005397
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-02-13 21:14:27
Reporting Period:: 2020-02-11

Accepted Time:: 2020-02-13 21:14:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1137774	Prudential Financial Inc	PRU	Life Insurance (6311)	223703799

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1512629	F Charles Lowrey	751 Broad Street, 4Th Floor Attn. Corporate Compliance Newark NJ 07102	Chief Executive Officer	Yes	Yes	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2020-02-11	30,926	$0.00	95,189	No	4	M	Direct
Common Stock	Disposition	2020-02-11	15,476	$95.87	79,713	No	4	F	Direct
Common Stock	Acquisiton	2020-02-12	39,958	$63.59	119,671	No	4	M	Direct
Common Stock	Disposition	2020-02-12	33,603	$96.32	86,068	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	2017 Performance Shares	Disposition	2020-02-11	14,225	$0.00	14,225	$0.00
Common Stock	2020 Employee Stock Option (Right to Buy)	Acquisiton	2020-02-11	93,469	$0.00	93,469	$95.87
Common Stock	2020 Performance Share	Acquisiton	2020-02-11	51,946	$0.00	51,946	$0.00
Common Stock	2016 Employee Stock Option (Right to Buy)	Disposition	2020-02-12	39,958	$0.00	39,958	$63.59

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	M	Direct
93,469	2030-02-11	No	4	A	Direct
51,946		No	4	A	Direct
0	2026-02-09	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	228	Indirect	By 401(k)

Footnotes

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.
The performance share award includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee.
Represents shares withheld for the payment of taxes.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.25 to $96.44 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.
Following the transactions reported on this Form 4, Mr. Lowrey continues to hold 86,068 shares directly and 228 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 157,317 vested stock options, 171,713 unvested stock options and 128,668 target performance shares (the exact number awarded being dependent on achievement of performance goals).
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 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).
The options vest in three equal annual installments beginning on February 11, 2021.
The performance shares convert to common stock on a 1 to 1 basis.
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.
The options vest in three equal annual installments beginning on February 9, 2017.