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PRUDENTIAL FINANCIAL INC Director's Dealing 2015

Feb 12, 2015

30092_dirs_2015-02-12_97762732-cbbb-436a-a688-f557271782f1.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: 2015-02-10

Reporting Person: FALZON ROBERT (EVP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-10 Common Stock M 2715 Acquired 24460 Direct
2015-02-10 Common Stock F 858 $78.08 Disposed 23602 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-10 2012 Performance Shares $0 M 1810 Disposed Common Stock (1810) Direct
2015-02-10 2015 Performance Shares $0 A 10949 Acquired Common Stock (10949) Direct
2015-02-10 2015 Employee Stock Option (Right to Buy) $78.08 A 30319 Acquired 2025-02-10 Common Stock (30319) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 453 Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on February 14, 2012, and originally reported on a Form 3 filed with the SEC on March 12, 2013, based upon performance relative to the average Return On Equity (ROE) goals during the 2012 through 2014 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: Amount reported has been adjusted to include 56 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 performance shares convert to common stock on a 1 to 1 basis.

F5: Represents the target number of shares to be received relative to the Company's average ROE goals for the 2015 through 2017 performance period and relative performance against certain life insurance peer companies. The actual number of shares to be received will be determined by the Compensation Committee in February 2018.

F6: The options vest in three equal annual installments beginning on February 10, 2016.