PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

Mar 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-03-07

Reporting Person: Blount Susan L (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-07	Common Stock	M	15918	$88.00	Acquired	47073	Direct
2014-03-07	Common Stock	M	29867	$88.00	Acquired	76940	Direct
2014-03-07	Common Stock	M	22510	$88.00	Acquired	99450	Direct
2014-03-07	Common Stock	S	68047	$88.00	Disposed	31403	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-07	2/14/06 Employee Stock Option (Right to Buy)	$76.15	M	15918	Disposed	2016-02-14	Common Stock (15918)	Direct
2014-03-07	2/12/08 Employee Stock Option (Right to Buy)	$69.03	M	22510	Disposed	2018-02-12	Common Stock (22510)	Direct
2014-03-07	2011 Employee Stock Option (Right to Buy)	$64.01	M	29867	Disposed	2021-02-08	Common Stock (29867)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1434	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2013.

F2: Following the transactions reported on this Form 4, Ms. Blount continues to hold 31,403 shares directly and 1,434 shares indirectly in a 401(k) account. Ms. Blount also holds an additional 65,783 vested stock options, 75,319 unvested stock options, and 21,601 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The option vests in three equal annual installments beginning on February 14, 2007.

F4: The option vests in three equal annual installments beginning on February 12, 2009.

F5: The options vest in three equal annual installments beginning on February 8, 2012.