PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Sep 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-09-15

Reporting Person: Silitch Nicholas C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-15	Common Stock	M	1676	—	Acquired	1676	Direct
2013-09-15	Common Stock	F	690	$79.69	Disposed	986	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-15	2010 Restricted Stock Units	$0	M	1676	Disposed		Common Stock (1676)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	140	Indirect

Footnotes

F1: Late filing of an off-cycle vesting of restricted stock units due to an administrative oversight.

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

F3: Represents shares withheld for the payment of taxes when restricted shares vested.

F4: Following the transactions reported on this Form 4, Mr. Silitch continues to hold 986 shares directly and 140 shares indirectly in a 401(k) account. Mr. Silitch also holds an additional 31,506 vested stock options, 40,131 unvested stock options, 5,166 restricted stock units, and 4,238 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F5: Amount reported has been adjusted to include 113 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between March 31, 2012 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).

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

F7: The Restricted Stock Units will vest on September 15, 2013.