PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

May 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-05-08

Reporting Person: UNRUH JAMES A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-08	2012 Restricted Stock Units	$0.0000	A	2326.4800	Acquired		Common Stock (2326.4800)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of PRU common stock.

F2: The restricted stock units vest the earlier of the annual meeting or in one year on May 8, 2013.