SEC Form 4 · accession 0001127602-15-005849
PRUDENTIAL FINANCIAL INC · PRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Falzon
Officer — EVP and CFO
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 | 2,715 | $0.00 | A | 24,460 | D | |
| Common StockF2 | Feb 10, 2015 | F | 858 | $78.08 | D | 23,602 | D | |
| Common StockF3 | holding | — | — | — | 453 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 Performance SharesF1 | $0.00 | Feb 10, 2015 | M | 1,810 | D | — | — | Common Stock | 1,810 | 0 | D |
| 2015 Performance SharesF4,F5 | $0.00 | Feb 10, 2015 | A | 10,949 | A | — | — | Common Stock | 10,949 | 10,949 | D |
| 2015 Employee Stock Option (Right to Buy)F6 | $78.08 | Feb 10, 2015 | A | 30,319 | A | — | Feb 10, 2025 | Common Stock | 30,319 | 30,319 | D |
Explanation of responses
- F1The Compensation Committee awarded these shares, the grant of which was made on February 14, 2012, and originally reported on a Form 3 filed with the SEC on March 12, 2013, 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 56 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2013 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 performance shares convert to common stock on a 1 to 1 basis.
- F5Represents 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.
- F6The options vest in three equal annual installments beginning on February 10, 2016.