PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

Dec 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-12-23

Reporting Person: Blount Susan L (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-23	Common Stock	S	3129	$92.00	Disposed	27374	Direct
2014-06-06	Common Stock	G	900	—	Disposed	30503	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1519	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 11, 2014.

F2: Following the transactions reported on this Form 4, Ms. Blount continues to hold 27,374 shares directly and 1,519 shares indirectly in a 401(k) account. Ms. Blount also holds an additional 65,783 vested stock options, 75,319 unvested stock options, and 21,601 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Gift to a 501(c)(3) charitable foundation.

F4: Amount reported has been adjusted to include 85 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2013 and September 30, 2014 based on a plan statement dated September 30, 2014. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).