PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Aug 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-08-20

Reporting Person: STRANGFELD JOHN R JR (Director, Chief Executive Officer, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-20	Common Stock	G	1600	—	Disposed	310826	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1463	Indirect
Common Stock	573	Indirect

Footnotes

F1: Gift to a charitable foundation.

F2: Following the transaction reported on this Form 4, Mr. Strangfeld continues to hold 310,826 shares directly and 1,463 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 845,931 vested stock options, 453,107 unvested stock options, and 86,477 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 82 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).

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.