PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Aug 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-08-13

Reporting Person: Blount Susan L (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-13	Common Stock	M	27028	$48.36	Acquired	60652	Direct
2013-08-13	Common Stock	M	5275	$58.97	Acquired	65927	Direct
2013-08-13	Common Stock	S	32809	$80.59	Disposed	33118	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-13	2010 Employee Stock Option (Right to Buy)	$48.36	M	27028	Disposed	2020-02-09	Common Stock (27028)	Direct
2013-08-13	Employee Stock Option (Right to Buy)	$58.97	M	5275	Disposed	2015-05-10	Common Stock (5275)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1425	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 $80.42 to $80.62, 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, Ms. Blount continues to hold 33,118 shares directly and 1,425 shares indirectly in a 401(k) account. Ms. Blount also holds an additional 89,830 vested stock options, 97,921 unvested stock options, and 17,686 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 42 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 options vest in three equal annual installments beginning on February 9, 2011.

F5: The option vests in three equal annual installments beginning on March 10, 2006.