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*
Sleyster Scott
(Last) (First) (Middle)
751 BROAD STREET, 4TH FLOOR
ATTN. CORPORATE COMPLIANCE
(Street)
NEWARK NJ 07102
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2012 		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)
Senior 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 13,971 D
Common Stock 5,642 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
12/18/02 Employee Stock Option (right to buy) (1) 12/18/2012 Common Stock 27,263 $32 D
2/10/04 Employee Stock Option (right to buy) (2) 02/10/2014 Common Stock 20,965 $45 D
2/10/09 Employee Stock Option (right to buy) (3) 02/10/2019 Common Stock 23,300 $25.3 D
2/11/03 Employee Stock Option (right to buy) (4) 02/11/2013 Common Stock 25,230 $29.9 D
2/12/08 Employee Stock Option (right to buy) (5) 02/12/2018 Common Stock 14,069 $69.03 D
2/13/07 Employee Stock Option (right to buy) (6) 02/13/2017 Common Stock 12,434 $91.73 D
2/14/06 Employee Stock Option (right to buy) (7) 02/14/2016 Common Stock 13,431 $76.15 D
2/8/05 Employee Stock Option (right to buy) (8) 02/08/2015 Common Stock 18,866 $55.75 D
2010 Employee Stock Option (right to buy) (9) 02/09/2020 Common Stock 12,994 $48.36 D
2010 Performance Shares (10) (10) Common Stock 2,392 $0.0000 D
2011 Employee Stock Option (right to buy) (11) 02/08/2021 Common Stock 13,334 $64.01 D
2011 Performance Shares (12) (12) Common Stock 2,042 $0.0000 D
2012 Employee Stock Option (right to buy) (13) 02/14/2022 Common Stock 16,448 $59.41 D
2012 Performance Shares (14) (14) Common Stock 2,263 $0.0000 D
6/12/2012 Employee Stock Option (right to buy) (15) 06/12/2022 Common Stock 5,935 $47.61 D
6/12/2012 Performance Shares (14) (14) Common Stock 817 $0.0000 D
Deferred Compensation Shares (16) (16) Common Stock 38,006 $0.0000 D
Explanation of Responses:
1. The option vested in three equal annual installments beginning on December 18, 2003.
2. The option vested in three equal annual installments beginning on February 10, 2005.
3. The option vests in three equal annual installments beginning on February 10, 2010.
4. The option vested in three equal annual installments on February 11, 2004, 2005 and 2006.
5. The option vested in three equal annual installments beginning on February 12, 2009.
6. The option vested in three equal annual installments beginning on February 13, 2008.
7. The option vested in three equal annual installments beginning on February 14, 2007.
8. The option vested in three equal annual installments beginning on February 8, 2006.
9. The options vest in three equal annual installments beginning on February 9, 2011.
10. Represents the target number of shares to be received upon attainment of the Company's annual EPS and ROE goals over the 2010 through 2012 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2013.
11. The options vest in three equal annual installments beginning on February 8, 2012.
12. Represents the target number of shares to be received upon attainment of the Company's annual EPS and ROE goals over the 2011 through 2013 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2014.
13. The options vest in three equal annual installments beginning on February 14, 2013.
14. 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.
15. The options vest in three equal annual installments beginning on June 12, 2013.
16. Deferred Compensation Shares are deemed immediately exercisable and are payable in cash at a date selected by the participant.
Remarks:
sleysterpoa8-12.txt
/s/Brian J. Morris, Attorney-in-fact 08/14/2012
** 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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