PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

Dec 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-12-12

Reporting Person: TAYLOR SHARON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-12	Common Stock	M	19565	$55.75	Acquired	70128	Direct
2014-12-12	Common Stock	S	17709	$88.00	Disposed	52419	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-12	2/8/05 Employee Stock Option (Right to Buy)	$55.75	M	19565	Disposed	2015-02-08	Common Stock (19565)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1493	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 $88.0 to $88.03, 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. Taylor continues to hold 52,419 shares directly and 1,493 shares indirectly in a 401(k) account. Ms. Taylor also holds an additional 105,780 vested stock options, 40,036 unvested stock options, and 11,330 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 84 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2013 and September 30, 2014 based on a plan statement dated September 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).

F4: The option vests in three equal annual installments beginning on February 8, 2006.