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PRUDENTIAL FINANCIAL INC Director's Dealing 2012

Feb 13, 2012

30092_dirs_2012-02-13_b46ac362-2b22-498d-b48c-6d27ce7840ce.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: 2012-02-09

Reporting Person: STRANGFELD JOHN R JR (Director, Chief Executive Officer, Chairman of the Board)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-09 Common Stock F 9715.0000 $59.8500 Disposed 239563.0000 Direct
2012-02-10 Common Stock M 137615.0000 $0.0000 Acquired 377178.0000 Direct
2012-02-10 Common Stock F 54977.0000 $59.0000 Disposed 322201.0000 Direct
2012-02-13 Common Stock S 64876.0000 $60.0800 Disposed 257325.0000 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 137615.0000 Disposed Common Stock (137615.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1267.0000 Indirect
Common Stock 565.0000 Indirect

Footnotes

F1: Represents shares withheld for the payment of taxes when restricted shares vested.

F2: Represents the vesting of previously awarded restricted stock units.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2011.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60 to $60.195, 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 (4) to this Form 4.

F5: Following the transactions reported on this Form 4, Mr. Strangfeld continues to hold 231,812 shares directly and 1,267 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 1,023,557 vested stock options, 158,824 unvested stock options, 25,513 restricted stock units and 51,012 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F6: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F7: The Restricted Stock Units will vest on February 10, 2012.