PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Mar 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-03-11

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
2013-03-11	Common Stock	M	242312.0000	$25.3000	Acquired	505893.0000	Direct
2013-03-11	Common Stock	M	111810.0000	$45.0000	Acquired	617703.0000	Direct
2013-03-11	Common Stock	S	104027.0000	$60.0000	Disposed	513676.0000	Direct
2013-03-11	Common Stock	S	201250.0000	$60.0000	Disposed	312426.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-11	2/10/04 Employee Stock Option (right to buy)	$45.0000	M	111810.0000	Disposed	2014-02-10	Common Stock (111810.0000)	Direct
2013-03-11	2/10/09 Employee Stock Option (right to buy)	$25.3000	M	242312.0000	Disposed	2019-02-10	Common Stock (242312.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1381.0000	Indirect
Common Stock	572.0000	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 9, 2012.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60 to $60.03, 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. Strangfeld continues to hold 312,426 shares directly and 1,381 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).

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 option vested in three equal annual installments beginning on February 10, 2005.

F6: The option vests in three equal annual installments beginning on February 10, 2010.