SEC Form 4 · accession 0001127602-17-006678
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 14, 2017
Accepted (ET)
Feb 16, 2017 · 5:53 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 14, 2017 | M | 11,037 | $0.00 | A | 48,118 | D | |
| Common StockF2 | Feb 14, 2017 | F | 3,709 | $110.45 | D | 44,409 | D | |
| Common StockF3 | holding | — | — | — | 578 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 Performance SharesF1 | $0.00 | Feb 14, 2017 | M | 8,829 | D | — | — | Common Stock | 8,829 | 0 | D |
| 2017 Employee Stock Option (Right to Buy)F4 | $110.45 | Feb 14, 2017 | A | 29,445 | A | — | Feb 14, 2027 | Common Stock | 29,445 | 29,445 | D |
| 2017 Performance SharesF5,F6 | — | Feb 14, 2017 | A | 11,380 | A | — | — | Common Stock | 11,380 | 11,380 | D |
Explanation of responses
- F1The Compensation Committee awarded these shares, the grant of which was made on February 11, 2014, and originally reported on a Form 4 filed with the SEC on February 13, 2014, based upon performance relative to the average Return On Equity (ROE) goals during the 2014 through 2016 performance period.
- F2Represents shares withheld for the payment of taxes.
- F3Amount reported has been adjusted to include 2 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2016 and December 31, 2016 based on a plan statement dated December 31, 2016. 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 14, 2018.
- 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 and relative to the ROE achievement of certain life insurance peer companies for the 2017 through 2019 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2020.