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PRUDENTIAL FINANCIAL INC Director's Dealing 2014

Mar 12, 2014

30092_dirs_2014-03-12_cb779d18-db76-4bd7-9b65-0635da9b7e62.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-03-10

Reporting Person: FALZON ROBERT (EVP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-03-10 Common Stock M 3556 $64.01 Acquired 20512 Direct
2014-03-10 Common Stock M 4386 $59.41 Acquired 24898 Direct
2014-03-10 Common Stock M 19380 $57.00 Acquired 44278 Direct
2014-03-10 Common Stock S 22533 $88.35 Disposed 21745 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-03-10 2011 Employee Stock Option (Right to Buy) $64.01 M 3556 Disposed 2021-02-08 Common Stock (3556) Direct
2014-03-10 2012 Employee Stock Option (Right to Buy) $59.41 M 4386 Disposed 2022-02-14 Common Stock (4386) Direct
2014-03-10 2013 Employee Stock Option (Right to Buy) $57.00 M 19380 Disposed 2023-02-12 Common Stock (19380) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 397 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 $88.06 to $88.65 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. Falzon continues to hold 21,745 shares directly and 397 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 65,657 unvested stock options and 17,597 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The options vest in three equal annual installments beginning on February 8, 2012.

F4: The options vest in three equal annual installments beginning on February 14, 2013.

F5: The options vest in three equal annual installments beginning on February 12, 2014.