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: STRANGFELD JOHN R JR (Director, Chief Executive Officer, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Stock	M	33075	—	Acquired	343901	Direct
2014-02-11	Common Stock	F	15032	$84.53	Disposed	328869	Direct
2014-02-11	Common Stock	M	95026	—	Acquired	423895	Direct
2014-02-11	Common Stock	S	108773	$83.19	Disposed	315122	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	2014 Performance Shares	$0	A	28863	Acquired		Common Stock (28863)	Direct
2014-02-11	2014 Employee Stock Option (Right to Buy)	$84.53	A	73594	Acquired	2024-02-11	Common Stock (73594)	Direct
2014-02-11	2011 Performance Shares	$0	M	26136	Disposed		Common Stock (26136)	Direct
2014-02-11	2/8/05 Employee Stock Option (Right to Buy)	$55.75	M	95026	Disposed	2015-02-08	Common Stock (95026)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1473	Indirect
Common Stock	573	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 8, 2011, and originally reported on a Form 4 filed with the SEC on February 10, 2011, based upon performance relative to the annual goals for Return On Equity (ROE) and Earnings Per Share (EPS) during the 2011 through 2013 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2013.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.60 to $83.39, 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 (4) to this Form 4.

F5: Following the transaction reported on this Form 4, Mr. Strangfeld continues to hold 315,122 shares directly and 1,473 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 807,794 vested stock options, 470,172 unvested stock options, and 89,204 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F6: Amount reported has been adjusted to include 10 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 30, 2013 and December 31, 2013 based on a plan statement dated December 31, 2013. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F7: 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.

F8: The performance shares convert to common stock on a 1 to 1 basis.

F9: 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.

F10: The options vest in three equal annual installments beginning on February 11, 2015.

F11: The option vests in three equal annual installments beginning on February 8, 2006.