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: 2015-02-14

Reporting Person: Lambert Richard F (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-14	Common Stock	M	1575	—	Acquired	8619	Direct
2015-02-14	Common Stock	F	515	$80.33	Disposed	8104	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-14	2012 Restricted Stock Units	$0	M	1575	Disposed		Common Stock (1575)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5064	Indirect
Common Stock	72	Indirect

Footnotes

F1: Represents the vesting of previously awarded restricted stock units.

F2: Represents shares withheld for the payment of taxes when restricted shares vested.

F3: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F4: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F5: The Restricted Stock Units will vest on February 14, 2015.