Prudential Financial, Inc. 5.62 (PRS) Form 3 PRUDENTIAL FINANCIAL / ANDREW F SULLIVAN 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

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1. Name and Address of Reporting Person^*

SULLIVAN ANDREW F

(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)
12/01/2019

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)
Executive 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	7,517	D
Common Stock	338	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
2015 Employee Stock Option (Right to Buy)	(1)	02/10/2025	Common Stock	826	78.08	D
5/15/15 Employee Stock Option (Right to Buy)	(2)	05/15/2025	Common Stock	344	85.46	D
10/13/15 Employee Stock Option (Right to Buy)	(3)	10/13/2025	Common Stock	749	77.15	D
2016 Employee Stock Option (Right to Buy)	(4)	02/09/2026	Common Stock	2,524	63.59	D
2017 Employee Stock Option (Right to Buy)	(5)	02/14/2027	Common Stock	2,577	110.45	D
2017 Performance Shares	(6)	(6)	Common Stock	1,992	0(7)	D
10/2/17 Employee Stock Option (Right to Buy)	(8)	10/02/2027	Common Stock	1,128	107.28	D
10/2/2017 Performance Shares	(6)	(6)	Common Stock	872	0(7)	D
2018 Employee Stock Option (Right to Buy)	(9)	02/13/2028	Common Stock	3,251	106.89	D
2018 Performance Shares	(10)	(10)	Common Stock	2,462	0(7)	D
2019 Employee Stock Option (Right to Buy)	(11)	02/12/2029	Common Stock	7,022	93.36	D
2019 Performance Shares	(12)	(12)	Common Stock	4,499	0(7)	D
Deferred Compensation Shares	(13)	(13)	Common Stock	1,574	0(14)	D

Explanation of Responses:

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

2. The options vest in three equal annual installments beginning on May 15, 2016.

3. The options vest in three equal annual installments beginning on October 13, 2016.

4. The options vest in three equal annual installments beginning on February 9, 2017.

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

6. 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.

7. The performance shares convert to common stock on a 1 to 1 basis.

8. The options vest in three equal annual installments beginning on October 2, 2018.

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

10. 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.

11. The options vest in three equal annual installments beginning on February 12, 2020.

12. 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 2019 through 2021 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2022.

13. Deferred Compensation Shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.

14. Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1 to 1 basis.

	/s/Andrew Hughes, attorney-in-fact	12/04/2019
	** Signature of Reporting Person	Date
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