Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TANJI KENNETH
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2018
3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [PRU]
(Last)
(First)
(Middle)
751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE
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 Original Filed(Month/Day/Year)
(Street)

NEWARK, NJ 07102
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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TANJI KENNETH
751 BROAD STREET, 4TH FLOOR
ATTN. CORPORATE COMPLIANCE
NEWARK, NJ 07102
      EVP and CFO  

Signatures

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

Explanation of Responses:

* 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).
(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.

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