PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-02-11

Reporting Person: Lambert Richard F (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	2014 Performance Shares	$0	A	2717	Acquired		Common Stock (2717)	Direct
2014-02-11	2014 Employee Stock Option (Right to Buy)	$84.53	A	6927	Acquired	2024-02-11	Common Stock (6927)	Direct

Footnotes

F1: The performance shares convert to common stock on a 1 to 1 basis.

F2: 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.

F3: The options vest in three equal annual installments beginning on February 11, 2015.