SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
STRANGFELD JOHN R JR
(Last) (First) (Middle)
C/O PRUDENTIAL FINANCIAL, INC.
751 BROAD STREET, 4TH FLOOR
(Street)
NEWARK NJ 071023777
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [ (PRU) ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2007
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2007 M 22,720 A $32 88,757 D
Common Stock 03/01/2007 S ( 1 ) 200 D $90.75 88,557 D
Common Stock 03/01/2007 S 500 D $90.7 88,057 D
Common Stock 03/01/2007 S 500 D $90.63 87,557 D
Common Stock 03/01/2007 S 500 D $90.62 87,057 D
Common Stock 03/01/2007 S 400 D $90.6 86,657 D
Common Stock 03/01/2007 S 300 D $90.56 86,357 D
Common Stock 03/01/2007 S 500 D $90.5 85,857 D
Common Stock 03/01/2007 S 1,000 D $90.4 84,857 D
Common Stock 03/01/2007 S 2,100 D $90.31 82,757 D
Common Stock 03/01/2007 S 2,000 D $90.2 80,757 D
Common Stock 03/01/2007 S 1,000 D $90.14 79,757 D
Common Stock 03/01/2007 S 2,000 D $90.05 77,757 D
Common Stock 03/01/2007 S 1,000 D $90 76,757 D
Common Stock 03/01/2007 S 5,000 D $89.84 71,757 D
Common Stock 03/01/2007 S 4,000 D $89.76 67,757 D
Common Stock 03/01/2007 S 1,720 D $89.74 66,037 ( 2 ) D
Common Stock 775 ( 3 ) I By 401(k)
Common Stock 539 ( 4 ) I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $32 03/01/2007 M 22,720 ( 5 ) 12/18/2012 Common Stock 22,720 $0 0 D
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 5, 2006.
2. Following the transactions reported on this Form 4, the reporting person continues to hold 66,037 shares directly and 775 shares indirectly through the 401(k). The reporting person also holds an additional 20,988 shares in the deferred compensation plan, 336,651 vested stock options, 145,738 unvested stock options and 77,123 target performance shares (the exact number of performance shares awarded being dependent on achievement of performance goals).
3. Beneficial ownership includes shares acquired under The Prudential Employee Savings Plan which are exempt transactions pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).
4. The reporting person disclaims beneficial ownership of these securities, 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.
5. The option vested in three equal annual installments on December 18, 2003, 2004 and 2005.
Remarks:
By: /s/ Kathleen M. Gibson, Attorney-in-fact 03/02/2007
** 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 4 (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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