PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Aug 14, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-08-06

Reporting Person: Sleyster Scott (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13971.0000	Direct
Common Stock	5642.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
12/18/02 Employee Stock Option (right to buy)	$32.0000	2012-12-18	Common Stock (27263.0000)		Direct
2/10/04 Employee Stock Option (right to buy)	$45.0000	2014-02-10	Common Stock (20965.0000)		Direct
2/10/09 Employee Stock Option (right to buy)	$25.3000	2019-02-10	Common Stock (23300.0000)		Direct
2/11/03 Employee Stock Option (right to buy)	$29.9000	2013-02-11	Common Stock (25230.0000)		Direct
2/12/08 Employee Stock Option (right to buy)	$69.0300	2018-02-12	Common Stock (14069.0000)		Direct
2/13/07 Employee Stock Option (right to buy)	$91.7300	2017-02-13	Common Stock (12434.0000)		Direct
2/14/06 Employee Stock Option (right to buy)	$76.1500	2016-02-14	Common Stock (13431.0000)		Direct
2/8/05 Employee Stock Option (right to buy)	$55.7500	2015-02-08	Common Stock (18866.0000)		Direct
2010 Employee Stock Option (right to buy)	$48.3600	2020-02-09	Common Stock (12994.0000)		Direct
2010 Performance Shares	$0.0000		Common Stock (2392.0000)		Direct
2011 Employee Stock Option (right to buy)	$64.0100	2021-02-08	Common Stock (13334.0000)		Direct
2011 Performance Shares	$0.0000		Common Stock (2042.0000)		Direct
2012 Employee Stock Option (right to buy)	$59.4100	2022-02-14	Common Stock (16448.0000)		Direct
2012 Performance Shares	$0.0000		Common Stock (2263.0000)		Direct
6/12/2012 Employee Stock Option (right to buy)	$47.6100	2022-06-12	Common Stock (5935.0000)		Direct
6/12/2012 Performance Shares	$0.0000		Common Stock (817.0000)		Direct
Deferred Compensation Shares	$0.0000		Common Stock (38006.0000)		Direct

Footnotes

F1: The option vested in three equal annual installments beginning on December 18, 2003.

F2: The option vested in three equal annual installments beginning on February 10, 2005.

F3: The option vests in three equal annual installments beginning on February 10, 2010.

F4: The option vested in three equal annual installments on February 11, 2004, 2005 and 2006.

F5: The option vested in three equal annual installments beginning on February 12, 2009.

F6: The option vested in three equal annual installments beginning on February 13, 2008.

F7: The option vested in three equal annual installments beginning on February 14, 2007.

F8: The option vested in three equal annual installments beginning on February 8, 2006.

F9: The options vest in three equal annual installments beginning on February 9, 2011.

F10: Represents the target number of shares to be received upon attainment of the Company's annual EPS and ROE goals over the 2010 through 2012 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2013.

F11: The options vest in three equal annual installments beginning on February 8, 2012.

F12: Represents the target number of shares to be received upon attainment of the Company's annual EPS and ROE goals over the 2011 through 2013 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2014.

F13: The options vest in three equal annual installments beginning on February 14, 2013.

F14: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2012 through 2014 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2015.

F15: The options vest in three equal annual installments beginning on June 12, 2013.

F16: Deferred Compensation Shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.