PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Sep 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-09-18

Reporting Person: Sayre Peter B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-18	Common Stock	M	5911	$64.01	Acquired	14839	Direct
2013-09-18	Common Stock	M	3645	$59.41	Acquired	18484	Direct
2013-09-18	Common Stock	S	9001	$81.60	Disposed	9483	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-18	2011 Employee Stock Option (Right to Buy)	$64.01	M	5911	Disposed	2021-02-08	Common Stock (5911)	Direct
2013-09-18	2012 Employee Stock Option (Right to Buy)	$59.41	M	3645	Disposed	2022-02-14	Common Stock (3645)	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 August 19, 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.20 to $82.00, 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 9,483 shares directly and 333 shares indirectly in a 401(k) account. Mr. Sayre also holds an additional 27,557 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: 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 8, 2012.

F6: The options vest in three equal annual installments beginning on February 14, 2013.