PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Feb 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-02-10

Reporting Person: Axel Robert (SVP and Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-10	2015 Performance Shares	$0	A	1825	Acquired		Common Stock (1825)	Direct
2015-02-10	2015 Employee Stock Option (Right to Buy)	$78.08	A	5054	Acquired	2025-02-10	Common Stock (5054)	Direct

Footnotes

F1: The performance shares convert to common stock on a 1 to 1 basis.

F2: 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.

F3: The options vest in three equal annual installments beginning on February 10, 2016.