Prudential Financial (PRU) Form 3 PRUDENTIAL FINANCIAL / Timothy P Harris ownership change

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^*

Harris Timothy P

(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)
10/01/2015

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 General Counsel

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	9,751	D
Common Stock	1,277	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
2/13/07 Employee Stock Option (Right to Buy)	(1)	02/13/2017	Common Stock	5,527	91.73	D
2010 Employee Stock Option (Right to Buy)	(2)	02/09/2020	Common Stock	8,317	48.36	D
2011 Employee Stock Option (Right to Buy)	(3)	02/08/2021	Common Stock	8,534	64.01	D
2012 Employee Stock Option (Right to Buy)	(4)	02/14/2022	Common Stock	10,527	59.41	D
2013 Employee Stock Option (Right to Buy)	(5)	02/12/2023	Common Stock	11,628	57	D
2013 Restricted Stock Units	(6)	(6)	Common Stock	4,175	0	D
2014 Employee Stock Option (Right to Buy)	(7)	02/11/2024	Common Stock	3,464	84.53	D
2014 Performance Shares	(8)	(8)	Common Stock	906	0	D
2014 Restricted Stock Units	(9)	(9)	Common Stock	2,717	0	D
2015 Employee Stock Option (Right to Buy)	(10)	02/10/2025	Common Stock	6,569	78.08	D
2015 Performance Shares	(11)	(11)	Common Stock	2,373	0	D
4/15/2014 Employee Stock Option (Right to Buy)	(12)	04/15/2024	Common Stock	1,337	78.61	D
4/15/2014 Performance Shares	(13)	(13)	Common Stock	525	0	D

Explanation of Responses:

1. The option vested in three equal annual installments beginning on February 13, 2008.

2. The option vested in three equal annual installments beginning on February 9, 2011.

3. The option vested in three equal annual installments beginning on February 8, 2012.

4. The option vested in three equal annual installments beginning on February 14, 2013.

5. The option vests in three equal annual installments beginning on February 12, 2014.

6. The Restricted Stock Units will vest on February 12, 2016.

7. The option vests in three equal annual installments beginning on February 11, 2015.

8. Represents the target number of shares to be received relative to the Company's average ROE goals for the 2014 through 2016 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2017.

9. The Restricted Stock Units will vest on February 11, 2017.

10. The options vest in three equal annual installments beginning on February 10, 2016.

11. 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.

12. The option vests in three equal annual installments beginning on April 15, 2015.

13. Represents the target number of shares to be received relative to the Company's average ROE goals for the 2014 through 2016 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2017.

	/s/Andrew Hughes, attorney-in-fact	10/05/2015
	** 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.