PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-03-03

Reporting Person: Axel Robert (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-03	Common Stock	M	1551	$57.00	Acquired	2469	Direct
2015-03-03	Common Stock	M	1316	$59.41	Acquired	3785	Direct
2015-03-03	Common Stock	S	3785	$81.23	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-03	2012 Employee Stock Option (Right to Buy)	$59.41	M	1316	Disposed	2022-02-14	Common Stock (1316)	Direct
2015-03-03	2013 Employee Stock Option (Right to Buy)	$57.00	M	1551	Disposed	2023-02-12	Common Stock (1551)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	779	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.22 to $81.24, 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 (1) to this Form 4.

F2: Following the transactions reported on this Form 4, Mr. Axel continues to hold 0 shares directly and 779 shares indirectly in a 401(k) account. Mr. Axel also holds an additional 2,932 vested stock options, 9,034 unvested stock options, 2,757 restricted stock units and 2,779 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The options vest in three equal annual installments beginning on February 14, 2013.

F4: The options vest in three equal annual installments beginning on February 12, 2014.