PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Feb 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-02-24

Reporting Person: Blount Susan L (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-24	Common Stock	S	8606	$81.32	Disposed	25131	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1528	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 $81.31 to $81.33, 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, Ms. Blount continues to hold 25,131 shares directly and 1,528 shares indirectly in a 401(k) account. Ms. Blount also holds an additional 107,291 vested stock options, 59,077 unvested stock options, and 24,572 target performance shares (the exact number awarded being dependent on achievement of performance goals).