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Filing Details

Accession Number:: 0001127602-14-006222
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-13 18:52:22
Reporting Period:: 2014-02-11

Filing Date:: 2014-02-13
Accepted Time:: 2014-02-13 18:52:22
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1137774	Prudential Financial Inc	PRU	Life Insurance (6311)	223703799

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1184679	Jr R John Strangfeld	751 Broad Street, 4Th Floor Attn. Corporate Compliance Newark NJ 07102	Chief Executive Officer	Yes	Yes	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2014-02-11	33,075	$0.00	343,901	No	4	M	Direct
Common Stock	Disposition	2014-02-11	15,032	$84.53	328,869	No	4	F	Direct
Common Stock	Acquisiton	2014-02-11	95,026	$0.00	423,895	No	4	M	Direct
Common Stock	Disposition	2014-02-11	108,773	$83.19	315,122	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	2014 Performance Shares	Acquisiton	2014-02-11	28,863	$0.00	28,863	$0.00
Common Stock	2014 Employee Stock Option (Right to Buy)	Acquisiton	2014-02-11	73,594	$0.00	73,594	$84.53
Common Stock	2011 Performance Shares	Disposition	2014-02-11	26,136	$0.00	26,136	$0.00
Common Stock	2/8/05 Employee Stock Option (Right to Buy)	Disposition	2014-02-11	95,026	$0.00	95,026	$55.75

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
28,863		No	4	A	Direct
73,594	2024-02-11	No	4	A	Direct
0		No	4	M	Direct
0	2015-02-08	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,473	Indirect	By 401(k)
Common Stock	573	Indirect	By Spouse

Footnotes

The Compensation Committee awarded these shares, the grant of which was made on February 8, 2011, and originally reported on a Form 4 filed with the SEC on February 10, 2011, based upon performance relative to the annual goals for Return On Equity (ROE) and Earnings Per Share (EPS) during the 2011 through 2013 performance period.
Represents shares withheld for the payment of taxes.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2013.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.60 to $83.39, 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 (4) to this Form 4.
Following the transaction reported on this Form 4, Mr. Strangfeld continues to hold 315,122 shares directly and 1,473 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 807,794 vested stock options, 470,172 unvested stock options, and 89,204 target performance shares (the exact number awarded being dependent on achievement of performance goals).
Amount reported has been adjusted to include 10 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 30, 2013 and December 31, 2013 based on a plan statement dated December 31, 2013. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).
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.
The performance shares convert to common stock on a 1 to 1 basis.
Represents the target number of shares to be received relative to the Company's average ROE goals for the 2014 through 2016 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2017.
The options vest in three equal annual installments beginning on February 11, 2015.
The option vests in three equal annual installments beginning on February 8, 2006.