PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-02-17

Reporting Person: Sayre Peter B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	Common Stock	S	4600.0000	$61.0300	Disposed	11828.0000	Direct
2012-02-21	Common Stock	M	15494.0000	$25.3000	Acquired	27322.0000	Direct
2012-02-21	Common Stock	S	15388.0000	$61.5700	Disposed	11934.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	2/10/09 Employee Stock Option (right to buy)	$25.3000	M	15494.0000	Disposed	2019-02-10	Common Stock (15494.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	181.0000	Indirect
Common Stock	66.0000	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 $61.01 to $61.05, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.55 to $61.59, 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 (2) to this Form 4.

F3: Following the transactions reported on this Form 4, Mr. Sayre continues to hold 11,934 shares directly and 181 shares indirectly in a 401(k) account. Mr. Sayre also holds an additional 66,946 vested stock options, 19,730 unvested stock options, and 4,454 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F5: The option vests in three equal annual installments beginning on February 10, 2010.