PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

Feb 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-02-08

Reporting Person: Lambert Richard F (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-08	Common Stock	M	1373	—	Acquired	7343	Direct
2014-02-08	Common Stock	F	473	$83.41	Disposed	6870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-08	2011 Restricted Stock Units	$0	M	1373	Disposed		Common Stock (1373)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4885	Indirect
Common Stock	72	Indirect

Footnotes

F1: Represents the vesting of previously awarded restricted stock units.

F2: Represents shares withheld for the payment of taxes when restricted shares vested.

F3: Amount reported has been adjusted to include 22 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 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).

F4: 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.

F5: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F6: The Restricted Stock Units will vest on February 8, 2014.