PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-02-11

Reporting Person: Sayre Peter B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Stock	M	1719	—	Acquired	10663	Direct
2014-02-11	Common Stock	F	541	$84.53	Disposed	10122	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	2014 Employee Stock Option (Right to Buy)	$84.53	A	3599	Acquired	2024-02-11	Common Stock (3599)	Direct
2014-02-11	2014 Performance Shares	$0	A	1412	Acquired		Common Stock (1412)	Direct
2014-02-11	2011 Performance Shares	$0	M	1358	Disposed		Common Stock (1358)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	352	Indirect
Common Stock	66	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 8, 2011, and originally reported on a Form 4 filed with the SEC on February 10, 2011, based upon performance relative to the annual goals for Return On Equity (ROE) and Earnings Per Share (EPS) during the 2011 through 2013 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: Amount reported has been adjusted to include 1 share of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2013 and December 31, 2013 based on a plan statement dated December 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 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 options vest in three equal annual installments beginning on February 11, 2015.

F6: The performance shares convert to common stock on a 1 to 1 basis.

F7: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2014 through 2016 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2017.