Statement of Changes in Beneficial Ownership (4)
February 10 2022 - 6:52PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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TANJI KENNETH |
2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC
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PRU
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP and CFO |
(Last)
(First)
(Middle)
751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2022 |
(Street)
NEWARK, NJ 07102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/8/2022 | | M | | 15658 (1)(2) | D | $0 | 8976 | D | |
Common Stock | 2/8/2022 | | F | | 6779 (3) | D | $121.33 | 2197 | D | |
Common Stock | | | | | | | | 45 (4) | I | By 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
2022 Restricted Stock Units | $0 (5) | 2/8/2022 | | A | | 7418 | | (6) | (6) | Common Stock | 7418 | $0 | 7418 | D | |
2022 Performance Shares | $0 (7) | 2/8/2022 | | A | | 22254 | | (8) | (8) | Common Stock | 22254 | $0 | 22254 | D | |
2019 Performance Shares | $0 (1) | 2/8/2022 | | M | | | 8355 | (1) | (1) | Common Stock | 8355 | $0 | 0 | D | |
Explanation of Responses: |
(1) | The Compensation Committee determined the number of shares received based on the Company's return on equity ("ROE") performance relative to a pre-determined goal and relative to the ROE performance of certain life insurance peer companies for the 2019 through 2021 performance period |
(2) | Includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee. |
(3) | Represents shares withheld for the payment of taxes. |
(4) | Amount reported has been adjusted to include 1 share of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2020, and December 31, 2021, based on a plan statement dated December 31, 2021. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B). |
(5) | The Restricted Stock Units convert to common stock on a 1 to 1 basis. |
(6) | The Restricted Stock Units will vest 1/3 per year beginning on February 28, 2023. |
(7) | The performance shares convert to common stock on a 1 to 1 basis. |
(8) | Represents the target number of shares to be received. The actual number of shares to be received will be determined by the Compensation Committee in February 2025 based on the Company's ROE performance relative to certain life insurance peer companies and performance relative to a pre-determined goal for growth in adjusted book value per share for the 2022 through 2024 performance period. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TANJI KENNETH 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK, NJ 07102 |
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| EVP and CFO |
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Signatures
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/s/ Richard J. Baker, attorney-in-fact | | 2/10/2022 |
**Signature of Reporting Person | Date |
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