Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
TAYLOR SHARON C
   2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [PRU] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE		 3. Date of Earliest Transaction (Month/Day/Year)
10/10/2016
(Street)

NEWARK, NJ 07102		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/10/2016   M   16,320 A $ 69.03 77,221 D  
Common Stock 10/10/2016   M   7,536 A $ 48.36 84,757 D  
Common Stock 10/10/2016   M   19,200 A $ 64.01 103,957 D  
Common Stock 10/10/2016   M   16,996 A $ 59.41 120,953 D  
Common Stock 10/10/2016   M   31,977 A $ 57 152,930 D  
Common Stock 10/10/2016   S   65,847 (1) D $ 85 87,083 D  
Common Stock 10/10/2016   S   4,821 (1) D $ 84.99 (2) 82,262 D  
Common Stock 10/10/2016   S   14,822 (1) D $ 84.97 (3) 67,440 (4) D  
Common Stock               1,729 (5) I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2/12/08 Employee Stock Option (Right to Buy) $ 69.03 10/10/2016   M     16,320   (6) 02/12/2018 Common Stock 16,320 $ 0 0 D  
2010 Employee Stock Option (Right to Buy) $ 48.36 10/10/2016   M     7,536   (7) 02/09/2020 Common Stock 7,536 $ 0 0 D  
2011 Employee Stock Option (Right to Buy) $ 64.01 10/10/2016   M     19,200   (8) 02/08/2021 Common Stock 19,200 $ 0 0 D  
2012 Employee Stock Option (Right to Buy) $ 59.41 10/10/2016   M     16,996   (9) 02/14/2022 Common Stock 16,996 $ 0 0 D  
2013 Employee Stock Option (Right to Buy) $ 57 10/10/2016   M     31,977   (10) 02/12/2023 Common Stock 31,977 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TAYLOR SHARON C
751 BROAD STREET, 4TH FLOOR
ATTN. CORPORATE COMPLIANCE
NEWARK, NJ 07102		       Senior Vice President  

Signatures

 /s/Andrew Hughes, attorney-in-fact   10/12/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The Sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2016.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.65 to $85.16 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 2 to this Form 4.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.68 to $85.15 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 3 to this Form 4.
(4) Following the transactions reported on this Form 4, Ms. Taylor continues to hold 67,440 shares directly and 1,729 shares indirectly in a 401(k) account. Ms. Taylor also holds an additional 27,094 vested stock options, 38,449 unvested stock options, and 18,296 target performance shares (the exact number awarded being dependent on achievement of performance goals).
(5) Amount reported has been adjusted to include 10 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 30, 2016 and September 30, 2016 based on a plan statement dated September 30, 2016. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).
(6) The option vests in three equal annual installments beginning on February 12, 2009.
(7) The options vest in three equal annual installments beginning on February 9, 2011.
(8) The options vest in three equal annual installments beginning on February 8, 2012.
(9) The options vest in three equal annual installments beginning on February 14, 2013.
(10) The options vest in three equal annual installments beginning on February 12, 2014.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.