SEC Form 4 · accession 0001127602-16-040715

PRUDENTIAL FINANCIAL INC · PRU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director · Other

Period of report

Feb 9, 2016

Accepted (ET)

Feb 11, 2016 · 5:03 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 Stock^F1	Feb 9, 2016	M	44,357	$0.00	A	344,658	D
Common Stock^F2	Feb 9, 2016	F	17,858	$63.59	D	326,800	D
Common Stock^F3	holding	—	—		—	1,660	I	By 401(k)
Common Stock^F4	holding	—	—		—	579	I	By Spouse

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)^F5	$63.59	Feb 9, 2016	A	126,183	A	—	Feb 9, 2026	Common Stock	126,183	126,183	D
2016 Performance Shares^F6,F7	—	Feb 9, 2016	A	41,558	A	—	—	Common Stock	41,558	41,558	D
2013 Performance Shares^F1	$0.00	Feb 9, 2016	M	29,571	D	—	—	Common Stock	29,571	0	D

F1The Compensation Committee awarded these shares, the grant of which was made on February 12, 2013, and originally reported on a Form 4 filed with the SEC on February 14, 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 12 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 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 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 options vest in three equal annual installments beginning on February 9, 2017.
F6The performance shares convert to common stock on a 1 to 1 basis.
F7Represents 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.