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PRUDENTIAL FINANCIAL INC Director's Dealing 2015

Feb 18, 2015

30092_dirs_2015-02-18_d6cba73f-efe1-4c3a-bd0f-9b9e42d02cd5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-02-14

Reporting Person: Axel Robert (SVP and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-14 Common Stock M 1629 Acquired 1632 Direct
2015-02-14 Common Stock F 714 $80.33 Disposed 918 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-14 2012 Restricted Stock Units $0 M 1629 Disposed Common Stock (1629) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 779 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 62 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: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F5: The Restricted Stock Units will vest on February 14, 2015.