SEC FORM 3

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^*

Feeney Caroline

(Last)

(First)

(Middle)

751 BROAD STREET, 5TH FLOOR

ATTN.: REGULATORY FILINGS UNIT

(Street)

NEWARK

07102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

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	5,126	D
Common Stock	7,541	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
2017 Employee Stock Option (Right to Buy)	⁽¹⁾	02/14/2027	Common Stock	2,117	$110.45	D
10/2/17 Employee Stock Option (Right to Buy)	⁽²⁾	10/02/2027	Common Stock	1,222	$107.28	D
2018 Employee Stock Option (Right to Buy)	⁽³⁾	02/13/2028	Common Stock	2,926	$106.89	D
2019 Employee Stock Option (Right to Buy)	⁽⁴⁾	02/12/2029	Common Stock	5,016	$93.36	D
2020 Employee Stock Option (Right to Buy)	⁽⁵⁾	02/11/2030	Common Stock	7,883	$95.87	D
2020 Performance Share	⁽⁶⁾	⁽⁶⁾	Common Stock	8,762	⁽⁷⁾	D
6/12/2018 Employee Stock Option (right to buy)	⁽⁸⁾	06/12/2028	Common Stock	397	$99.76	D
2021 Performance Shares	⁽⁹⁾	⁽⁹⁾	Common Stock	12,035	⁽¹⁰⁾	D
2021 Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,439	$0⁽¹²⁾	D
2022 Performance Shares	⁽¹³⁾	⁽¹³⁾	Common Stock	15,578	⁽¹⁴⁾	D
2022 Restricted Stock Units	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	6,677	$0⁽¹⁶⁾	D
1/12/21 Restricted Stock Units	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	60,761	⁽¹⁶⁾	D

Explanation of Responses:

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

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

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

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

5. The options vest in three equal annual installments beginning on February 11, 2021.

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 2020 through 2022 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2023.

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 June 12, 2019.

9. Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation Committee in February 2024 based on the Company's ROE performance relative to certain life insurance peer companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2021 through 2023 performance period, as adjusted based on the results of an inclusion and diversity modifier.

10. Performance shares convert to common stock on a 1 to 1 basis

11. The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2022.

12. The Restricted Stock Units convert to common stock on a 1 to 1 basis.

13. Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation Committee in February 2025 based on the Company's ROE performance relative to certain life insurance peer companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2022 through 2024 performance period.

14. Performance shares convert to common stock on a 1 to 1 basis.

15. The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2023.

16. The Restricted Stock Units convert to common stock on a 1 to 1 basis.

17. The Restricted Stock Units will vest on 1/12/26

	/s/ Richard J. Baker, attorney-in-fact	01/10/2023
	** 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.
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