PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Feb 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-02-12

Reporting Person: Lambert Richard F (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-12	2013 Employee Stock Option (right to buy)	$57.0000	A	9448.0000	Acquired	2023-02-12	Common Stock (9448.0000)	Direct
2013-02-12	2013 Performance Shares	$0.0000	A	1131.0000	Acquired		Common Stock (1131.0000)	Direct

Footnotes

F1: The options vest in three equal annual installments beginning on February 12, 2014.

F2: The performance shares convert to common stock on a 1 to 1 basis.

F3: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2013 through 2015 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2016.