SEC Form 4 · accession 0001127602-16-040661
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 9, 2016
Accepted (ET)
Feb 11, 2016 · 4:34 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 9, 2016 | M | 10,437 | $0.00 | A | 34,744 | D | |
| Common StockF2 | Feb 9, 2016 | F | 3,240 | $63.59 | D | 31,504 | D | |
| Common StockF3 | holding | — | — | — | 504 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Employee Stock Option (Right to Buy)F4 | $63.59 | Feb 9, 2016 | A | 50,474 | A | — | Feb 9, 2026 | Common Stock | 50,474 | 50,474 | D |
| 2016 Performance SharesF5,F6 | — | Feb 9, 2016 | A | 16,623 | A | — | — | Common Stock | 16,623 | 16,623 | D |
| 2013 Performance SharesF1 | $0.00 | Feb 9, 2016 | M | 6,958 | D | — | — | Common Stock | 6,958 | 0 | D |
Explanation of responses
- F1The Compensation Committee awarded these shares, the grant of which was made on February 12, 2013, 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 2013 through 2015 performance period.
- F2Represents shares withheld for the payment of taxes.
- F3Amount reported has been adjusted to include 14 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between March 31, 2015 and December 31, 2015 based on a plan statement dated December 31, 2015. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).
- F4The options vest in three equal annual installments beginning on February 9, 2017.
- 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 2016 through 2018 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 2019.