SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pelletier Stephen

(Last)

(First)

(Middle)

751 BROAD STREET, 4TH FLOOR

ATTN. CORPORATE COMPLIANCE

(Street)

NEWARK

07102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2014

3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [ PRU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	414	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2/13/07 Employee Stock Option (Right to Buy)	⁽¹⁾	02/13/2017	Common Stock	3,040	$91.73	D
2012 Employee Stock Option (Right to Buy)	⁽²⁾	02/14/2022	Common Stock	5,702	$59.41	D
2012 Performance Shares	⁽³⁾	⁽³⁾	Common Stock	2,353	$0	D
2013 Employee Stock Option (Right to Buy)	⁽⁴⁾	02/12/2023	Common Stock	43,605	$57	D
2013 Performance Shares	⁽⁵⁾	⁽⁵⁾	Common Stock	5,219	$0	D
2014 Employee Stock Option (Right to Buy)	⁽⁶⁾	02/11/2024	Common Stock	12,988	$84.53	D
2014 Performance Shares	⁽⁷⁾	⁽⁷⁾	Common Stock	5,094	$0	D
Deferred Compensation Shares	⁽⁸⁾	⁽⁸⁾	Common Stock	17,321	$0⁽⁹⁾	D

Explanation of Responses:

1. The option vested in three equal annual installments beginning on February 13, 2008.

2. The options vest in three equal annual installments beginning on February 14, 2013.

3. Represents the target number of shares to be received relative to the Company's average ROE goals for the 2012 through 2014 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2015.

4. The options vest in three equal annual installments beginning on February 12, 2014.

5. Represents the target number of shares to be received relative to the Company's average ROE goals for the 2013 through 2015 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2016.

6. The options vest in three equal annual installments beginning on February 11, 2015.

7. 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.

8. Deferred Compensation Shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.

9. Deferred Compensation Shares are based on unitized accounting and convert to common stock on a 1 to 1 basis.

	/s/John M. Cafiero, attorney-in-fact	04/09/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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