Form: 3

Initial statement of beneficial ownership of securities

Documents

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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Woods Candace
(Last) (First) (Middle)
751 BROAD STREET, 4TH FLOOR
ATTN. CORPORATE COMPLIANCE
(Street)
NEWARK NJ 07102
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2017 		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)
Senior Vice President
 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 4,080 D
Common Stock 1,305 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
2011 Employee Stock Option (Right to Buy) (1) 02/08/2021 Common Stock 1,494 64.01 D
2014 Employee Stock Option (Right to Buy) (2) 02/11/2024 Common Stock 1,213 84.53 D
2015 Employee Stock Option (Right to Buy) (3) 02/10/2025 Common Stock 2,022 78.08 D
2015 Performance Shares (4) (4) Common Stock 487 0 D
2015 Restricted Stock Units (5) (5) Common Stock 1,460 0 D
2016 Employee Stock Option (Right to Buy) (6) 02/09/2026 Common Stock 2,524 63.59 D
2016 Performance Shares (7) (7) Common Stock 555 0 D
2016 Restricted Stock Units (8) (8) Common Stock 1,663 0 D
2017 Performance Shares (9) (9) Common Stock 427 0 D
2017 Restricted Stock Units (10) (10) Common Stock 1,281 0 D
10/10/2017 Employee Stock Option (Right to Buy) (11) 10/10/2027 Common Stock 1,184 110 D
10/10/2017 Performance Shares (12) (12) Common Stock 916 0 D
Explanation of Responses:
1. The option vests in three equal annual installments beginning on February 8, 2012.
2. The option vests in three equal annual installments beginning on February 11, 2015.
3. The option vests in three equal annual installments beginning on February 10, 2016.
4. Represents the target number of shares to be received relative to the Company's average ROE goals for the 2015 through 2017 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2018.
5. The Restricted Stock Units will vest on February 10, 2018.
6. The option vests 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. The actual number of shares to be received will be determined by the Compensation Committee in February 2019.
8. The Restricted Stock Units will vest on February 9, 2019.
9. Represents the target number of shares to be received relative to the Company's average ROE goals 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 Restricted Stock Units will vest on February 14, 2020.
11. The option vests in three equal annual installments beginning on October 10, 2018.
12. Represents the target number of shares to be received relative to the Company's average ROE goals 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.
/s/Andrew Hughes, attorney-in-fact 11/21/2017
** 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.

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.