PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Dec 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-12-14

Reporting Person: CAPERTON GASTON (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-14	2012 Restricted Stock Units	$0.0000	A	73.0000	Acquired		Common Stock (73.0000)	Direct
2012-12-14	Notional Shares - Optional	$0.0000	A	246.0000	Acquired		Common Stock (246.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive the economic equivalent of 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.

F3: Each notional share - optional represents a deferred stock unit and entitles the holder thereof with the right to receive one share of Issuer common stock or the cash value thereof under the Issuer's deferred compensation plan for non-employee directors.

F4: Such shares are payable in common stock or cash, at the election of the reporting person, with payment to begin, at the election of the reporting person provided that such date shall be at least two (2) years after the end of the plan year with respect to which such elective deferrals relate. The reporting person may transfer his investment in the notional shares - optional to an alternative investment account, subject to the terms of the Issuer's deferred compensation plan for non-employee directors.