PRUDENTIAL FINANCIAL INC — Director's Dealing 2010

Aug 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2010-08-12

Reporting Person: GRIER MARK B (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-12	Common Stock	M	64616	$25.3	Acquired	185789	Direct
2010-08-12	Common Stock	S	72985	$55.646	Disposed	112804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-12	2/10/09 Employee Stock Option (right to buy)	$25.3	M	64616	Disposed	2019-02-10	Common Stock (64616)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18772	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.40 to $55.78, 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 (1) to this Form 4.

F2: Following the transactions reported on this Form 4, Mr. Grier continues to hold 36,263 shares directly and 18,772 shares indirectly in a 401(k) account. Mr. Grier also holds an additional 352,263 vested stock options, 336,763 unvested stock options, 208,110 restricted stock units and 56,235 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Beneficial ownership includes shares acquired under The Prudential Employee Savings Plan which are exempt transactions pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F4: The option vests in three equal annual installments beginning on February 10, 2010.