PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-02-21

Reporting Person: Sayre Peter B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	Common Stock	M	2956	$64.01	Acquired	13078	Direct
2014-02-21	Common Stock	M	3646	$59.41	Acquired	16724	Direct
2014-02-21	Common Stock	M	4027	$57.00	Acquired	20751	Direct
2014-02-21	Common Stock	S	9624	$84.06	Disposed	11127	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-21	2011 Employee Stock Option (Right to Buy)	$64.01	M	2956	Disposed	2021-02-08	Common Stock (2956)	Direct
2014-02-21	2012 Employee Stock Option (Right to Buy)	$59.41	M	3646	Disposed	2022-02-14	Common Stock (3646)	Direct
2014-02-21	2013 Employee Stock Option (Right to Buy)	$57.00	M	4027	Disposed	2023-02-12	Common Stock (4027)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	352	Indirect
Common Stock	66	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 $84.03 to $84.08, 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. Sayre continues to hold 11,127 shares directly. Mr. Sayre also holds an additional 18,201 vested stock options, 15,300 unvested stock options, and 4,363 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: 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.

F4: The options vest in three equal annual installments beginning on February 8, 2012.

F5: The options vest in three equal annual installments beginning on February 14, 2013.

F6: The options vest in three equal annual installments beginning on February 12, 2014.