PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Feb 10, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2014-12-31

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
2014-05-29	Common Stock	G	2531	—	Disposed	312591	Direct
2014-08-13	Common Stock	G	1255	—	Disposed	311336	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1559	Indirect
Common Stock	579	Indirect

Footnotes

F1: Gift to a 501(c)(3) charitable foundation.

F2: Following the transactions reported on this Form 5, Mr. Strangfeld continues to hold 311,336 shares directly and 1,559 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 964,720 vested stock options, 312,886 unvested stock options, and 89,204 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 86 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2013 and December 31, 2014 based on a plan statement dated December 31, 2014. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F4: Amount reported has been adjusted to include 6 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2013 and December 31, 2014 based on a plan statement dated December 31, 2014. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F5: 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.