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: Lowrey Charles F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Stock	M	14472	—	Acquired	59443	Direct
2014-02-11	Common Stock	F	8078	$84.53	Disposed	51365	Direct
2014-02-11	Common Stock	M	6988	—	Acquired	58353	Direct
2014-02-11	Common Stock	M	22988	—	Acquired	81341	Direct
2014-02-11	Common Stock	S	29976	$83.12	Disposed	51365	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	2011 Performance Shares	$0	M	11435	Disposed		Common Stock (11435)	Direct
2014-02-11	2014 Performance Shares	$0	A	15281	Acquired		Common Stock (15281)	Direct
2014-02-11	2014 Employee Stock Option (Right to Buy)	$84.53	A	38962	Acquired	2024-02-11	Common Stock (38962)	Direct
2014-02-11	2/8/05 Employee Stock Option (Right to Buy)	$55.75	M	6988	Disposed	2015-02-08	Common Stock (6988)	Direct
2014-02-11	2/10/09 Employee Stock Option (Right to Buy)	$25.30	M	22988	Disposed	2019-02-10	Common Stock (22988)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	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 November 11, 2013.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.63 to $83.38, 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 transactions reported on this Form 4, Mr. Lowrey continues to hold 51,365 shares directly and 0 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 290,081 vested stock options, 239,952 unvested stock options, and 45,416 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F6: The performance shares convert to common stock on a 1 to 1 basis.

F7: 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.

F8: The options vest in three equal annual installments beginning on February 11, 2015.

F9: The option vested in three equal annual installments beginning on February 8, 2006.

F10: The option vests in three equal annual installments beginning on February 10, 2010.