SEC Form 4 · accession 0001127602-18-006405

PRUDENTIAL FINANCIAL INC · PRU

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

Reporting owner

John R Strangfeld Jr.

Officer — Chief Executive Officer · Director · Other

Period of report

Feb 13, 2018

Accepted (ET)

Feb 15, 2018 · 4:36 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 13, 2018	M	34,249	$0.00	A	288,785	D
Common Stock^F2	Feb 13, 2018	F	14,267	$106.89	D	274,518	D
Common Stock^F3	holding	—	—		—	1,821	I	By 401(k)
Common Stock^F4	holding	—	—		—	596	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
2015 Performance Shares^F1	$0.00	Feb 13, 2018	M	31,022	D	—	—	Common Stock	31,022	0	D
2018 Employee Stock Option (Right to Buy)^F5	$106.89	Feb 13, 2018	A	65,020	A	—	Feb 13, 2028	Common Stock	65,020	65,020	D
2018 Performance Shares^F6,F7	$0.00	Feb 13, 2018	A	24,611	A	—	—	Common Stock	24,611	24,611	D

Explanation of responses

F1The Compensation Committee awarded these shares, the grant of which was made on February 10, 2015, and originally reported on a Form 4 filed with the SEC on February 12, 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 24 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 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 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 13, 2019.
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 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.