PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Feb 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-02-12

Reporting Person: Sayre Peter B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-12	Common Stock	M	1794.0000	$0.0000	Acquired	13728.0000	Direct
2013-02-12	Common Stock	F	552.0000	$57.0000	Disposed	13176.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-12	2010 Performance Shares	$0.0000	M	1591.0000	Disposed		Common Stock (1591.0000)	Direct
2013-02-12	2013 Employee Stock Option (right to buy)	$57.0000	A	12082.0000	Acquired	2023-02-12	Common Stock (12082.0000)	Direct
2013-02-12	2013 Performance Shares	$0.0000	A	1446.0000	Acquired		Common Stock (1446.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	274.0000	Indirect
Common Stock	66.0000	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 9, 2010, and originally reported on a Form 4 filed with the SEC on February 11, 2010, based upon performance relative to the annual goals for Return On Equity (ROE) and Earnings Per Share (EPS) during the 2010 through 2012 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: Amount reported has been adjusted to include 93 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2011 and December 31, 2012 based on a plan statement dated December 31, 2012. 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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F5: The options vest in three equal annual installments beginning on February 12, 2014.

F6: The performance shares convert to common stock on a 1 to 1 basis.

F7: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2013 through 2015 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2016.