PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Sep 11, 2013

SEC Form 4/A — Form 4/A

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-09-09

Reporting Person: TAYLOR SHARON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-09	Common Stock	S	22073	$77.95	Disposed	42884	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1392	Indirect

Footnotes

F1: This amendment adds the following three footnotes that were inadvertently omitted from the original filing.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.88 to $78.16, 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 (2) to this Form 4.

F3: Following the transactions reported on this Form 4, Ms. Taylor continues to hold 42,884 shares directly and 1,392 shares indirectly in a 401(k) account. Ms. Taylor also holds an additional 127,419 vested stock options, 54,167 unvested stock options, and 10,026 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 79 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between January 1, 2013 and June 30, 2013 based on a plan statement dated June 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).