PRU Prudential Financial Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * GOODMAN STACEY	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) Executive Vice President
(Last)          (First)          (Middle) 751 BROAD STREET,4TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 2/9/2021
(Street) NEWARK, NJ 07102 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
2021 Restricted Stock Units	(1)	2/9/2021		A		5834		(2)	(2)	Common Stock	5834	$0	5834	D
2021 Performance Shares	(3)	2/9/2021		A		17500		(4)	(4)	Common Stock	17500	$0	17500	D

Explanation of Responses:
(1)	The Restricted Stock Units convert to common stock on a 1 to 1 basis.
(2)	The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2022.
(3)	The performance shares convert to common stock on a 1 to 1 basis.
(4)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOODMAN STACEY 751 BROAD STREET,4TH FLOOR NEWARK, NJ 07102			Executive Vice President

Signatures
/s/ Richard J. Baker, attorney-in-fact		2/11/2021
**Signature of Reporting Person		Date