PRUDENTIAL FINANCIAL INC — Director's Dealing 2014

May 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-05-13

Reporting Person: UNRUH JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-13	Common Stock	M	1842	—	Acquired	29656	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-13	2014 Restricted Stock Units	$0	A	1775	Acquired		Common Stock (1775)	Direct
2014-05-13	2013 Restricted Stock Units	$0	M	1842	Disposed		Common Stock (1842)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of PRU common stock.

F2: The restricted stock units vest the earlier of the annual meeting or in one year on May 13, 2015.

F3: The restricted stock units vest the earlier of the annual meeting or in one year on May 14, 2014.