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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2014 Performance Shares | $ 0 (8) | 02/11/2014 | A | 28,863 | (9) | (9) | Common Stock | 28,863 | $ 0 | 28,863 | D | ||||
| 2014 Employee Stock Option (Right to Buy) | $ 84.53 | 02/11/2014 | A | 73,594 | (10) | 02/11/2024 | Common Stock | 73,594 | $ 0 | 73,594 | D | ||||
| 2011 Performance Shares | $ 0 (1) | 02/11/2014 | M | 26,136 | (1) | (1) | Common Stock | 26,136 | $ 0 | 0 | D | ||||
| 2/8/05 Employee Stock Option (Right to Buy) | $ 55.75 | 02/11/2014 | M | 95,026 | (11) | 02/08/2015 | Common Stock | 95,026 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| STRANGFELD JOHN R JR 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK, NJ 07102 |
X | Chief Executive Officer | Chairman of the Board | |
| /s/Brian J. Morris, attorney-in-fact | 02/13/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Compensation Committee awarded these shares, the grant of which was made on February 8, 2011, and originally reported on a Form 4 filed with the SEC on February 10, 2011, based upon performance relative to the annual goals for Return On Equity (ROE) and Earnings Per Share (EPS) during the 2011 through 2013 performance period. |
| (2) | Represents shares withheld for the payment of taxes. |
| (3) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2013. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.60 to $83.39, 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. |
| (5) | Following the transaction reported on this Form 4, Mr. Strangfeld continues to hold 315,122 shares directly and 1,473 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 807,794 vested stock options, 470,172 unvested stock options, and 89,204 target performance shares (the exact number awarded being dependent on achievement of performance goals). |
| (6) | Amount reported has been adjusted to include 10 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between June 30, 2013 and December 31, 2013 based on a plan statement dated December 31, 2013. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B). |
| (7) | The 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. |
| (8) | The performance shares convert to common stock on a 1 to 1 basis. |
| (9) | Represents the target number of shares to be received relative to the Company's average ROE goals for the 2014 through 2016 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2017. |
| (10) | The options vest in three equal annual installments beginning on February 11, 2015. |
| (11) | The option vests in three equal annual installments beginning on February 8, 2006. |