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: SCOVANNER DOUGLAS A (Director)

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

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of PRU common stock.

F2: The restricted stock units vest the earlier of the annual meeting or in one year on May 13, 2015 and were deferred until retirement from the Board under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.