PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Nov 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-11-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-18	Common Stock	M	83846	$55.75	Acquired	398417	Direct
2013-11-18	Common Stock	M	117052	$69.03	Acquired	515469	Direct
2013-11-18	Common Stock	M	108109	$48.36	Acquired	314571	Direct
2013-11-18	Common Stock	S	280902	$89.30	Disposed	234567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-18	2/8/05 Employee Stock Option (Right to Buy)	$55.75	M	83846	Disposed	2015-02-08	Common Stock (83846)	Direct
2013-11-18	2/12/08 Employee Stock Option (Right to Buy)	$69.03	M	117052	Disposed	2018-02-12	Common Stock (117052)	Direct
2013-11-18	2010 Employee Stock Option (Right to Buy)	$48.36	M	108109	Disposed	2020-02-09	Common Stock (108109)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20806	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 $88.98 to $89.76, 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 234,567 shares directly and 20,806 shares indirectly in a 401(k) account. Mr. Grier also holds an additional 396,858 vested stock options, 363,368 unvested stock options, and 68,500 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 299 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2012 and September 30, 2013 based on a plan statement dated September 30, 2013. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F4: The option vests in three equal annual installments beginning on February 8, 2006.

F5: The option vests in three equal annual installments beginning on February 12, 2009.

F6: The options vest in three equal annual installments beginning on February 9, 2011.