PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

Jun 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-06-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-10	Common Stock	M	29824	$59.41	Acquired	54955	Direct
2015-06-10	Common Stock	S	26465	$90.00	Disposed	28490	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-10	2012 Employee Stock Option (Right to Buy)	$59.41	M	29824	Disposed	2022-02-14	Common Stock (29824)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1578	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 September 11, 2014.

F2: Following the transactions reported on this Form 4, Ms. Blount continues to hold 28,490 shares directly and 1,578 shares indirectly in a 401(k) account. Ms. Blount also holds an additional 77,467 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).

F3: Amount reported has been adjusted to include 50 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2014 and March 31, 2015 based on a plan statement dated March 31, 2015. 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 options vest in three equal annual installments beginning on February 14, 2013.