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PRUDENTIAL FINANCIAL INC Director's Dealing 2012

Feb 14, 2012

30092_dirs_2012-02-14_0466f01f-8666-4623-bc03-73039a26cd31.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-02-10

Reporting Person: Koster Barbara (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-10 Common Stock M 12703.0000 $0.0000 Acquired 24778.0000 Direct
2012-02-10 Common Stock F 3848.0000 $59.0000 Disposed 20930.0000 Direct
2012-02-13 Common Stock M 9897.0000 $33.9500 Acquired 30827.0000 Direct
2012-02-13 Common Stock S 6964.0000 $59.9400 Disposed 23863.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-10 2/10/09 Restricted Stock Units $0.0000 M 12703.0000 Disposed Common Stock (12703.0000) Direct
2012-02-13 6/19/02 Employee Stock Option (right to buy) $33.9500 M 9897.0000 Disposed 2012-06-19 Common Stock (9897.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 788.0000 Indirect

Footnotes

F1: Represents the vesting of previously awarded restricted stock units.

F2: Represents shares withheld for the payment of taxes when restricted shares vested.

F3: Following the transactions reported on this Form 4, Ms. Koster continues to hold 23,863 shares directly and 788 shares indirectly in a 401(k) account. Ms. Koster also holds an additional 90,794 vested stock options, 15,883 unvested stock options, and 5,102 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 59 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between March 31, 2011 and December 31, 2011 based on a plan statement dated December 31, 2011. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F5: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F6: The Restricted Stock Units will vest on February 10, 2012.

F7: The option vested in three equal annual installments on June 19, 2003, 2004 and 2005.