PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Jul 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-07-10

Reporting Person: Sayre Peter B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-10	Common Stock	M	11879	$55.75	Acquired	23816	Direct
2013-07-10	Common Stock	S	10888	$77.63	Disposed	12928	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-10	Employee Stock Option (Right to Buy)	$55.75	M	11879	Disposed	2015-02-08	Common Stock (11879)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	333	Indirect
Common Stock	66	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.46 to $78.05, 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, Mr. Sayre continues to hold 12,928 shares directly and 333 shares indirectly in a 401(k) account. Mr. Sayre also holds an additional 37,113 vested stock options, 22,330 unvested stock options, and 4,309 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 21 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between March 31, 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).

F5: 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.

F6: The option vests in three equal annual installments beginning on February 10, 2005.