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: Lambert Richard F (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-10	Common Stock	M	272	—	Acquired	7142	Direct
2015-02-10	Common Stock	F	98	$78.08	Disposed	7044	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-10	5/8/2012 Performance Shares	$0	M	181	Disposed		Common Stock (181)	Direct
2015-02-10	2015 Performance Shares	$0	A	5475	Acquired		Common Stock (5475)	Direct
2015-02-10	2015 Employee Stock Option (Right to Buy)	$78.08	A	15160	Acquired	2025-02-10	Common Stock (15160)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5064	Indirect
Common Stock	72	Indirect

Footnotes

F1: The Compensation Committee awarded these shares, the grant of which was made on May 8, 2012, and originally reported on a Form 3 filed with the SEC on June 20, 2012, based upon performance relative to the average Return On Equity (ROE) goals during the 2012 through 2014 performance period.

F2: Represents shares withheld for the payment of taxes.

F3: Amount reported has been adjusted to include 125 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between March 31, 2014 and December 31, 2014 based on a plan statement dated December 31, 2014. 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 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.

F5: The performance shares convert to common stock on a 1 to 1 basis.

F6: 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.

F7: The options vest in three equal annual installments beginning on February 10, 2016.