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PRUDENTIAL FINANCIAL INC Director's Dealing 2015

May 14, 2015

30092_dirs_2015-05-14_3acb19ad-58de-4e84-b94e-f1dada544a01.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: 2015-05-12

Reporting Person: FALZON ROBERT (EVP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-12 Common Stock M 4386 $59.41 Acquired 27988 Direct
2015-05-12 Common Stock S 3681 $86.41 Disposed 24307 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-12 2012 Employee Stock Option (Right to Buy) $59.41 M 4386 Disposed 2022-02-14 Common Stock (4386) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 490 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 $86.411 to $86.417 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. Falzon continues to hold 24,307 shares directly and 490 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 26,883 vested stock options, 64,707 unvested stock options and 26,736 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: Amount reported has been adjusted to include 37 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).

F4: The options vest in three equal annual installments beginning on February 14, 2013.