PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

Jun 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-06-06

Reporting Person: Lambert Richard F (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-06	Common Stock	M	2376	$55.75	Acquired	9246	Direct
2014-06-06	Common Stock	S	2376	$89.12	Disposed	6870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-06	2/8/05 Employee Stock Option (Right to Buy)	$55.75	M	2376	Disposed	2015-02-08	Common Stock (2376)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4939	Indirect
Common Stock	72	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 $89.10 to $89.16, 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, Mr. Lambert continues to hold 6,870 shares directly and 4,939 shares indirectly in a 401(k) account. Mr. Lambert also holds an additional 22,160 vested stock options, 15,374 unvested stock options, 1,575 restricted stock units and 4,029 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 54 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2013 and March 31, 2014 based on a plan statement dated March 31, 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 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 option vested in three equal annual installments beginning on February 8, 2006.