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PRUDENTIAL FINANCIAL INC Director's Dealing 2013

Nov 13, 2013

30092_dirs_2013-11-13_800eeac3-54c7-4f47-9e3d-61cfe9033f88.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-11-11

Reporting Person: Sleyster Scott (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-11-11 Common Stock M 20965 $45.00 Acquired 37189.12 Direct
2013-11-11 Common Stock S 20965 $86.24 Disposed 16224.12 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-11-11 2/10/04 Employee Stock Option (Right to Buy) $45.00 M 20965 Disposed 2014-02-10 Common Stock (20965) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 5918 Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.04 to $86.49, 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 (1) to this Form 4.

F2: Following the transactions reported on this Form 4, Mr. Sleyster continues to hold 16,224 shares directly and 5,918 shares indirectly in a 401(k) account. Mr. Sleyster also holds an additional 111,443 vested stock options, 43,351 unvested stock options, 1,318 restricted stock units and 7,993 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 135 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2012 and September 30, 2013 based on a plan statement dated September 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 option vested in three equal annual installments beginning on February 10, 2005.