The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0000729057
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
PRUDENTIAL INSURANCE CO OF AMERICA
Jurisdiction of Incorporation/Organization
NEW JERSEY
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PRUDENTIAL INSURANCE CO OF AMERICA
Street Address 1 Street Address 2
751 BROAD STREET
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEWARK NEW JERSEY 07102 860-534-8057

3. Related Persons

Last Name First Name Middle Name
Lowrey Charles F.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director, Chairman, Chief Executive Officer, and President
Last Name First Name Middle Name
Falzon Robert M.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Vice Chairman and Director
Last Name First Name Middle Name
Baltimore Thomas J.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Casellas Gilbert F.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Hund-Mejean Martina
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Krapek Karl J.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Lighte Peter R.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Poon Christine A.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Scovanner Douglas A.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Todman Michael A.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Jones Wendy E.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Paz George
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Pianalto Sandra
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director
Last Name First Name Middle Name
Sullivan Andrew F.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and Head of U.S. Businesses
Last Name First Name Middle Name
Tanji Kenneth Y.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and Chief Financial Officer
Last Name First Name Middle Name
Goodman Stacey
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and Chief Information Officer
Last Name First Name Middle Name
Kappler Ann M.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and General Counsel
Last Name First Name Middle Name
Sleyster Scott G.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and Head of International Businesses
Last Name First Name Middle Name
Alziari Lucien A.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and Chief Human Resources Officer
Last Name First Name Middle Name
Mongia Nandini
Street Address 1 Street Address 2
3 Gateway Center
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President and Treasurer
Last Name First Name Middle Name
Foran Margaret M.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President, Chief Governance Officer, and Corporate Secretary
Last Name First Name Middle Name
Emanuel Joseph D.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Ethics and Compliance Officer
Last Name First Name Middle Name
Agarwal Naveen
Street Address 1 Street Address 2
555 E. California Avenue
City State/Province/Country ZIP/PostalCode
Sunnyvale CALIFORNIA 94086
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Arita Darin
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Feeney Caroline A.
Street Address 1 Street Address 2
213 Washington Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Finkelstein Alan M.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Frias Yanela C.
Street Address 1 Street Address 2
280 Trumbull Street
City State/Province/Country ZIP/PostalCode
Hartford CONNECTICUT 06103
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Hitchcock-Gear Salene
Street Address 1 Street Address 2
213 Washington Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Hummers Richard G.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Woods Candace J.
Street Address 1 Street Address 2
213 Washington Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Actuary
Last Name First Name Middle Name
Reddy Lata N.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Shea James J.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Douglas Meyrick
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Auditor
Last Name First Name Middle Name
Torre Anthony F.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Tyson Dylan J.
Street Address 1 Street Address 2
1 Corporate Drive
City State/Province/Country ZIP/PostalCode
Shelton CONNECTICUT 06484
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Waldeck George P.
Street Address 1 Street Address 2
655 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Schmidt Timothy L.
Street Address 1 Street Address 2
655 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Investment Officer
Last Name First Name Middle Name
Silitch Nicholas C.
Street Address 1 Street Address 2
655 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Risk Officer
Last Name First Name Middle Name
Axel Robert D.
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President, Principal Accounting Officer and Controller
Last Name First Name Middle Name
Baker Michael
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Roseland NEW JERSEY 07068
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Somersille Johnson Susan
Street Address 1 Street Address 2
213 Washington Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Faulkner Caroline
Street Address 1 Street Address 2
213 Washington Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Harris Jonathan
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Hearn Bradford
Street Address 1 Street Address 2
213 Washington Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
Sexton Alan
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President
Last Name First Name Middle Name
McLaughlin Robert
Street Address 1 Street Address 2
751 Broad Street
City State/Province/Country ZIP/PostalCode
Newark NEW JERSEY 07102
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President and Head of Investor Relations

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
X Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
X Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2011-03-24    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Synthetic GICs issued to 403(b)(9) church plans.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $500,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
John Barrasso 2763477
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Prudential Investment Management Services LLC 18353
Street Address 1 Street Address 2
655 Broad Street
City State/Province/Country ZIP/Postal Code
Newark NEW JERSEY 07102
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
Recipient
Recipient CRD Number    None
Scott Gaul 5773507
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Prudential Investment Management Services LLC 18353
Street Address 1 Street Address 2
655 Broad Street
City State/Province/Country ZIP/Postal Code
Newark NEW JERSEY 07102
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
Recipient
Recipient CRD Number    None
Harry Dalessio 2649914
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Prudential Investment Management Services LLC 18353
Street Address 1 Street Address 2
280 Trumbull Street
City State/Province/Country ZIP/Postal Code
Hartford CONNECTICUT 06103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $1,178,117,006 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

"Total Amount Sold" represents total sales as of 12/31/21, plus estimated sales amounts through 01/28/2022. There is no specified end date to this offering nor limit on amount that may be sold.

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
6

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $383,181 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

The above "Sales Commissions" are an estimate with respect to sales through 01/28/2022.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

None of the gross proceeds received from this offering will be paid to or used for any payments to persons identified in Item 3; such persons receive a regular salary from The Prudential Insurance Company of America.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
PRUDENTIAL INSURANCE CO OF AMERICA /s/ James V. Diskin James V. Diskin Vice President 2022-01-28

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.