PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Mar 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-03-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-12	Common Stock	M	129234.0000	$0.0000	Acquired	310219.0000	Direct
2012-03-12	Common Stock	S	106956.0000	$61.1800	Disposed	203263.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	2/10/09 Employee Stock Option (right to buy)	$25.3000	M	129234.0000	Disposed	2019-02-10	Common Stock (129234.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19803.0000	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 $61.11 to $61.33, 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 177,750 shares directly and 19,803 shares indirectly in a 401(k) account. Mr. Grier also holds an additional 567,844 vested stock options, 297,900 unvested stock options, 25,513 restricted stock units and 64,048 target performance shares (the exact number awarded being dependent on achievement of performance goals).

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