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PRUDENTIAL FINANCIAL INC Director's Dealing 2013

Jun 3, 2013

30092_dirs_2013-06-03_bbddbbe0-b5ad-440f-b2e8-5644dfd4dc75.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: 2013-05-30

Reporting Person: Koster Barbara (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-30 Common Stock M 8736.0000 $45.0000 Acquired 34539.0000 Direct
2013-05-30 Common Stock S 8736.0000 $70.3000 Disposed 25803.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-30 2/10/04 Employee Stock Option (right to buy) $45.0000 M 8736.0000 Disposed 2014-02-10 Common Stock (8736.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 918.0000 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 $70.29 to $70.35, 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. Koster continues to hold 25,803 shares directly and 918 shares indirectly in a 401(k) account. Ms. Koster also holds an additional 90,962 vested stock options, 42,981 unvested stock options, and 8,294 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 35 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2012 and March 31, 2013 based on a plan statement dated March 31, 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 vests in three equal annual installments beginning on February 10, 2005.