PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Jun 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-06-05

Reporting Person: Axel Robert (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-05	Common Stock	M	996	$76.15	Acquired	996	Direct
2015-06-05	Common Stock	S	996	$88.38	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-05	2/14/06 Employee Stock Option (Right to Buy)	$76.15	M	996	Disposed	2016-02-14	Common Stock (996)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	807	Indirect

Footnotes

F1: Following the transactions reported on this Form 4, Mr. Axel continues to hold 0 shares directly and 807 shares indirectly in a 401(k) account. Mr. Axel also holds an additional 2,437 vested stock options, 8,533 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).

F2: Amount reported has been adjusted to include 28 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2014 and March 31, 2015 based on a plan statement dated March 31, 2015. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F3: The option vested in three equal annual installments beginning on February 14, 2007.