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PRUDENTIAL FINANCIAL INC Director's Dealing 2012

Mar 13, 2012

30092_dirs_2012-03-13_6bb50b80-dde4-4074-ae5f-0aa96a2507e0.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: 2012-03-09

Reporting Person: CARBONE RICHARD J (EVP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-03-09 Common Stock M 48917.0000 $0.0000 Acquired 147932.0000 Direct
2012-03-09 Common Stock M 48463.0000 $0.0000 Acquired 196395.0000 Direct
2012-03-09 Common Stock S 111479.0000 $62.0800 Disposed 84916.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-03-09 2/10/04 Employee Stock Option (right to buy) $45.0000 M 48917.0000 Disposed 2014-02-10 Common Stock (48917.0000) Direct
2012-03-09 2/10/09 Employee Stock Option (right to buy) $25.3000 M 48463.0000 Disposed 2019-02-10 Common Stock (48463.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1065.0000 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 $61.79 to $62.32, 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. Carbone continues to hold 80,770 shares directly and 1,065 shares indirectly in a 401(k) account. Mr. Carbone also holds an additional 200,371 vested stock options, 81,554 unvested stock options, 4,146 restricted stock units and 16,790 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, 2005.

F4: The option vests in three equal annual installments beginning on February 10, 2010.