0001127602-20-005395.txt : 20200213 0001127602-20-005395.hdr.sgml : 20200213 20200213204612 ACCESSION NUMBER: 0001127602-20-005395 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200211 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FALZON ROBERT CENTRAL INDEX KEY: 0001256465 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16707 FILM NUMBER: 20613174 MAIL ADDRESS: STREET 1: 751 BROAD STREET, 4TH FLOOR STREET 2: ATTN.: CORPORATE COMPLIANCE CITY: NEWARK STATE: NJ ZIP: 07102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL FINANCIAL INC CENTRAL INDEX KEY: 0001137774 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 223703799 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 751 BROAD ST CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 9738026000 MAIL ADDRESS: STREET 1: 751 BROAD ST CITY: NEWARK STATE: NJ ZIP: 07102 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2020-02-11 0001137774 PRUDENTIAL FINANCIAL INC PRU 0001256465 FALZON ROBERT 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK NJ 07102 1 EVP and Vice Chairman Common Stock 2020-02-11 4 M 0 22268 0 A 85396 D Common Stock 2020-02-11 4 F 0 11300 95.87 D 74096 D Common Stock 2020-02-11 4 M 0 50474 63.59 A 124570 D Common Stock 2020-02-11 4 S 0 39748 96.44 D 84822 D Common Stock 605 I By 401(k) Common Stock 3580 I By Spouse 2017 Performance Shares 2020-02-11 4 M 0 11380 0 D Common Stock 11380 0 D 2020 Employee Stock Option (Right to Buy) 95.87 2020-02-11 4 A 0 74325 0 A 2030-02-11 Common Stock 74325 74325 D 2020 Performance Share 2020-02-11 4 A 0 41306 0 A Common Stock 41306 41306 D 2016 Employee Stock Option (Right to Buy) 63.59 2020-02-11 4 M 0 50474 0 D 2026-02-09 Common Stock 50474 0 D The Compensation Committee awarded these shares based upon performance relative to the average Return On Equity (ROE) goals and relative to the ROE achievement of certain life insurance peer companies for the 2017 through 2019 performance period. Includes cash settled performance units which were converted from cash to equity settlement based on a decision by the Compensation Committee. Represents shares withheld for the payment of taxes. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.43 to $96.45 inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4. Following the transactions reported on this Form 4, Mr. Falzon continues to hold 84,822 shares directly and 605 shares indirectly in a 401(k) account. Mr. Falzon also holds an additional 86,751 vested stock options, 136,943 unvested stock options and 101,294 target performance shares (the exact number awarded being dependent on achievement of performance goals). Amount reported has been adjusted to include 6 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between September 30, 2019 and December 31, 2019 based on a plan statement dated December 31, 2019. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B). The options vest in three equal annual installments beginning on February 11, 2021. The performance shares convert to common stock on a 1 to 1 basis. Represents 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 2020 through 2022 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2023. The options vest in three equal annual installments beginning on February 9, 2017. /s/Andrew Hughes, attorney-in-fact 2020-02-13