PRUDENTIAL FINANCIAL INC — Director's Dealing 2015

May 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2015-05-12

Reporting Person: BETHUNE GORDON M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-12	Common Stock	M	1821	—	Acquired	15756	Direct
2015-05-12	Common Stock	D	1821	$86.77	Disposed	13935	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-12	2014 Restricted Stock Units	$0	M	1821	Disposed		Common Stock (1821)	Direct
2015-05-12	2015 Restricted Stock Units	$0	A	1739	Acquired		Common Stock (1739)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

F2: The restricted stock units vest the earlier of the annual meeting or in one year on May 13, 2015.

F3: The restricted stock units vest the earlier of the annual meeting or in one year on May 12, 2016.