SEC Form 4 · accession 0001127602-15-005848
PRUDENTIAL FINANCIAL INC · PRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard F Lambert
Officer — Senior Vice President
Period of report
Feb 10, 2015
Accepted (ET)
Feb 12, 2015 · 6:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001137774
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 10, 2015 | M | 272 | $0.00 | A | 7,142 | D | |
| Common StockF2 | Feb 10, 2015 | F | 98 | $78.08 | D | 7,044 | D | |
| Common StockF3 | holding | — | — | — | 5,064 | I | By 401(k) | |
| Common StockF4 | holding | — | — | — | 72 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5/8/2012 Performance SharesF1 | $0.00 | Feb 10, 2015 | M | 181 | D | — | — | Common Stock | 181 | 0 | D |
| 2015 Performance SharesF5,F6 | $0.00 | Feb 10, 2015 | A | 5,475 | A | — | — | Common Stock | 5,475 | 5,475 | D |
| 2015 Employee Stock Option (Right to Buy)F7 | $78.08 | Feb 10, 2015 | A | 15,160 | A | — | Feb 10, 2025 | Common Stock | 15,160 | 15,160 | D |
Explanation of responses
- F1The Compensation Committee awarded these shares, the grant of which was made on May 8, 2012, and originally reported on a Form 3 filed with the SEC on June 20, 2012, based upon performance relative to the average Return On Equity (ROE) goals during the 2012 through 2014 performance period.
- F2Represents shares withheld for the payment of taxes.
- F3Amount reported has been adjusted to include 125 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between March 31, 2014 and December 31, 2014 based on a plan statement dated December 31, 2014. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).
- F4The 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.
- F5The performance shares convert to common stock on a 1 to 1 basis.
- F6Represents the target number of shares to be received relative to the Company's average ROE goals for the 2015 through 2017 performance period and relative performance against certain life insurance peer companies. The actual number of shares to be received will be determined by the Compensation Committee in February 2018.
- F7The options vest in three equal annual installments beginning on February 10, 2016.