PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Nov 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-11-25

Reporting Person: FALZON ROBERT (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-25	Common Stock	M	10396	$48.36	Acquired	21612	Direct
2013-11-25	Common Stock	M	4386	$64.01	Acquired	25998	Direct
2013-11-25	Common Stock	M	7111	$59.41	Acquired	33109	Direct
2013-11-25	Common Stock	S	17565	$89.69	Disposed	15544	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-25	2010 Employee Stock Option (Right to Buy)	$48.36	M	10396	Disposed	2020-02-09	Common Stock (10396)	Direct
2013-11-25	2011 Employee Stock Option (Right to Buy)	$64.01	M	4386	Disposed	2021-02-08	Common Stock (4386)	Direct
2013-11-25	2012 Employee Stock Option (Right to Buy)	$59.41	M	7111	Disposed	2022-02-14	Common Stock (7111)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	396	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 $89.55 to $89.92 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. Falzon continues to hold 15,544 shares directly and 396 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 70,468 unvested stock options and 10,402 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 51 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 options vest in three equal annual installments beginning on February 9, 2011.

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.