PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

May 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-05-13

Reporting Person: CULLEN JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-13	Common Stock	M	1842	—	Acquired	3842	Direct
2014-05-13	Common Stock	D	1842	$84.81	Disposed	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-13	2014 Restricted Stock Units	$0	A	1775	Acquired		Common Stock (1775)	Direct
2014-05-13	2013 Restricted Stock Units	$0	M	1842	Disposed		Common Stock (1842)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33	Indirect

Footnotes

F1: 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.

F2: Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

F3: The restricted stock units vest the earlier of the annual meeting or in one year on May 13, 2015.

F4: The restricted stock units vest the earlier of the annual meeting or in one year on May 14, 2014.