PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

Aug 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-05-08

Reporting Person: Pelletier Stephen (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-08	Common Stock	S	1	$83.72	Disposed	21	Indirect
2014-08-21	Common Stock	S	21	$90.34	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	439	Indirect

Footnotes

F1: Due to an administrative error, share sold by spouse was inadvertently omitted on a Form 4.

F2: 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.

F3: Following the transaction reported on this Form 4, Mr. Pelletier continues to hold 439 shares indirectly in a 401(k) account. Mr. Pelletier also holds an additional 17,418 deferred compensation shares, 17,575 vested stock options, 61,124 unvested stock options, and 17,909 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F4: Amount reported has been adjusted to include 25 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between March 31, 2014 and June 30, 2014 based on a plan statement dated June 30, 2014. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).