PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-02-13

Reporting Person: Lowrey Charles F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock	M	45978	$25.30	Acquired	108798	Direct
2015-02-13	Common Stock	S	45978	$80.00	Disposed	62820	Direct
2015-02-13	Common Stock	S	18814	$80.00	Disposed	44006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	2/10/09 Employee Stock Option (Right to Buy)	$25.30	M	45978	Disposed	2019-02-10	Common Stock (45978)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	60	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 19, 2014.

F2: Following the transactions reported on this Form 4, Mr. Lowrey continues to hold 44,006 shares directly and 60 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 414,475 vested stock options, 115,058 unvested stock options, and 47,360 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The option vests in three equal annual installments beginning on February 10, 2010.