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PRUDENTIAL FINANCIAL INC Director's Dealing 2014

Apr 9, 2014

30092_dirs_2014-04-09_deb03759-b35d-4059-b315-f88ca2ea746e.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-04-04

Reporting Person: Pelletier Stephen (Executive Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 414 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2/13/07 Employee Stock Option (Right to Buy) $91.73 2017-02-13 Common Stock (3040) Direct
2012 Employee Stock Option (Right to Buy) $59.41 2022-02-14 Common Stock (5702) Direct
2012 Performance Shares $0 Common Stock (2353) Direct
2013 Employee Stock Option (Right to Buy) $57.00 2023-02-12 Common Stock (43605) Direct
2013 Performance Shares $0 Common Stock (5219) Direct
2014 Employee Stock Option (Right to Buy) $84.53 2024-02-11 Common Stock (12988) Direct
2014 Performance Shares $0 Common Stock (5094) Direct
Deferred Compensation Shares $0 Common Stock (17321) Direct

Footnotes

F1: The option vested in three equal annual installments beginning on February 13, 2008.

F2: The options vest in three equal annual installments beginning on February 14, 2013.

F3: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2012 through 2014 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2015.

F4: The options vest in three equal annual installments beginning on February 12, 2014.

F5: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2013 through 2015 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2016.

F6: The options vest in three equal annual installments beginning on February 11, 2015.

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.

F8: Deferred Compensation Shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.

F9: Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1 to 1 basis.