SEC Form 4 · accession 0001127602-19-006048
PRUDENTIAL FINANCIAL INC · PRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Falzon
Officer — EVP and Vice Chairman
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 5:26 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 12, 2019 | M | 18,984 | $0.00 | A | 71,342 | D | |
| Common StockF2 | Feb 12, 2019 | F | 7,114 | $93.36 | D | 64,228 | D | |
| Common StockF3 | holding | — | — | — | 581 | 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 Performance SharesF1 | — | Feb 12, 2019 | M | 16,623 | D | — | — | Common Stock | 16,623 | 0 | D |
| 2019 Employee Stock Option (Right to Buy)F4 | $93.36 | Feb 12, 2019 | A | 66,199 | A | — | Feb 12, 2029 | Common Stock | 66,199 | 66,199 | D |
| 2019 Performance SharesF5,F6 | $0.00 | Feb 12, 2019 | A | 21,209 | A | — | — | Common Stock | 21,209 | 21,209 | D |
Explanation of responses
- F1The Compensation Committee awarded these shares, the grant of which was made on February 9, 2016, and originally reported on a Form 4 filed with the SEC on February 11, 2016, 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 2016 through 2018 performance period.
- F2Represents shares withheld for the payment of taxes.
- F3Amount reported has been adjusted to include 3 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2016 and December 31, 2018 based on a plan statement dated December 31, 2018. 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 12, 2020.
- 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 2019 through 2021 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2022.