SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

TANJI KENNETH

(Last)

(First)

(Middle)

751 BROAD STREET, 4TH FLOOR

ATTN. CORPORATE COMPLIANCE

(Street)

NEWARK

07102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2018

3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [ PRU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,501	D
Common Stock	38	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2011 Employee Stock Option (Right to Buy)	⁽¹⁾	02/08/2021	Common Stock	9,600	$64.01	D
2012 Employee Stock Option (Right to Buy)	⁽²⁾	02/14/2022	Common Stock	11,843	$59.41	D
2013 Employee Stock Option (Right to Buy)	⁽³⁾	02/12/2023	Common Stock	17,442	$57	D
2014 Employee Stock Option (Right to Buy)	⁽⁴⁾	02/11/2024	Common Stock	5,195	$84.53	D
2015 Employee Stock Option (Right to Buy)	⁽⁵⁾	02/10/2025	Common Stock	9,096	$78.08	D
2016 Employee Stock Option (Right to Buy)	⁽⁶⁾	02/09/2026	Common Stock	8,833	$63.59	D
2016 Performance Shares	⁽⁷⁾	⁽⁷⁾	Common Stock	2,909	$0	D
2017 Employee Stock Option (Right to Buy)	⁽⁸⁾	02/14/2027	Common Stock	2,669	$110.45	D
2017 Performance Shares	⁽⁹⁾	⁽⁹⁾	Common Stock	2,063	$0	D
2018 Employee Stock Option (Right to Buy)	⁽¹⁰⁾	02/13/2028	Common Stock	2,357	$106.89	D
2018 Performance Shares	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,785	$0	D

Explanation of Responses:

1. The options vest in three equal annual installments beginning on February 8, 2012.

2. The options vest in three equal annual installments beginning on February 14, 2013.

3. The options vest in three equal annual installments beginning on February 12, 2014.

4. The options vest in three equal annual installments beginning on February 11, 2015.

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 9, 2017.

7. Represents the target number of shares to be received relative to the Company's average ROE goals for the 2016 through 2018 performance period and relative performance against certain life insurance peer companies. The actual number of shares to be received will be determined by the Compensation Committee in February 2019.

8. The options vest in three equal annual installments beginning on February 14, 2018.

9. 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 2017 through 2019 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2020.

10. The options vest in three equal annual installments beginning on February 13, 2019.

11. 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 2018 through 2020 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2021.

	/s/Andrew Hughes, attorney-in-fact	12/10/2018
	** Signature of Reporting Person	Date
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 5 (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.
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