PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-02-14

Reporting Person: Galt Helen M (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	2012 Employee Stock Option (right to buy)	$59.4100	A	12611.0000	Acquired	2022-02-14	Common Stock (12611.0000)	Direct
2012-02-14	2012 Performance Shares	$0.0000	A	1810.0000	Acquired		Common Stock (1810.0000)	Direct

Footnotes

F1: The options vest in three equal annual installments beginning on February 14, 2013.

F2: The performance shares convert to common stock on a 1 to 1 basis.

F3: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2012 through 2014 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2015.