SEC Form 4 · accession 0001127602-18-006393
PRUDENTIAL FINANCIAL INC · PRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy P Harris
Officer — EVP and General Counsel
Period of report
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 4:32 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 13, 2018 | M | 6,885 | $0.00 | A | 26,820 | D | |
| Common StockF2 | Feb 13, 2018 | F | 2,129 | $106.89 | D | 24,691 | D | |
| Common StockF3 | holding | — | — | — | 1,400 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 Performance SharesF1 | $0.00 | Feb 13, 2018 | M | 2,373 | D | — | — | Common Stock | 2,373 | 0 | D |
| 10/01/2015 Performance SharesF1 | $0.00 | Feb 13, 2018 | M | 3,863 | D | — | — | Common Stock | 3,863 | 0 | D |
| 2018 Employee Stock Option (Right to Buy)F4 | $106.89 | Feb 13, 2018 | A | 8,941 | A | — | Feb 13, 2028 | Common Stock | 8,941 | 8,941 | D |
| 2018 Performance SharesF5,F6 | $0.00 | Feb 13, 2018 | A | 6,768 | A | — | — | Common Stock | 6,768 | 6,768 | D |
Explanation of responses
- F1The Compensation Committee awarded these shares, the grant of which was made on February 10, 2015 and October 1, 2015, respectively, and originally reported on a respective Form 3 and Form 4 filed with the SEC on October 5, 2015, based upon performance relative to the average Return On Equity (ROE) goals modified by ROE, EPS Growth and Book Value Per Share Growth relative to certain life insurance peers during the 2015 through 2017 performance period.
- F2Represents shares withheld for the payment of taxes.
- F3Amount reported has been adjusted to include 8 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2017 and December 31, 2017 based on a plan statement dated December 31, 2017. 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 13, 2019.
- 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 2018 through 2020 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2021.