Prudential employee stock options
As a leader in the financial services industry, Prudential Financial, Inc. This Policy sets forth the insider trading policy, trade monitoring procedures, and personal trading restrictions for Prudential associates: Section IV sets forth the additional trading policies and procedures applicable to associates of a Prudential broker-dealer. Section V sets forth the additional trading policies and procedures applicable to associates of a Prudential portfolio management unit or trading unit. If you are unclear as to your personal trading and reporting responsibilities, or have any questions concerning any aspect of this Policy, please contact the Securities Monitoring Group in Corporate Compliance. The personal trade policy and trade monitoring procedures described herein reflect the practices followed by leading financial service firms. No business unit or group may adopt policies or procedures that are inconsistent with this policy. Business units may, with the prior approval of Corporate Compliance, adopt policies and procedures that go beyond those contained in this Policy. Use of Proprietary or Confidential Information. Prudential Insider Trading Rules. What is Nonpublic Information? What is Material Information? Penalties for Insider Trading. Securities Trade Monitoring for Covered and Access Persons. Covered and Access Persons. Trade Reporting Requirements for Exception Accounts. Personal and Family Member Accounts. Confidentiality of Trading Information. Policy and Restrictions for Personal Trading in Securities Issued by Prudential. Brokerage Account Requirements for Designated Stock. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers. Trading Windows and Blackout Periods. Preclearance of Trading in Securities Issued by Prudential. PESP and the Employee Stock Option Plans. Violations of the Policy. Trading Restrictions for Associates of Broker-Dealers. Trade Monitoring for Associates of Pruco Securities Corporation and Prudential Investment Management Services, LLC. Notification Requirements for Personal Securities Accounts. Annual Compliance Training and Sign-off. Additional Restrictions for PSI Associates. Trading Restrictions for Associates of Portfolio Management Units and Trading Units. Exercise of Rights by Issuer. Non-volitional Transactions and Dividend Reinvestment Plans. Exceptions by Prior Written Approval. Service as a Director. Code Violations and Sanctions. Trading Restrictions for Associates of Private Asset Management Units. Private Side Monitored List. Additional Restrictions for Certain Units. Policy for Prudential Securities Incorporated. Trade Monitoring at PSI. Additional Trading Restrictions for Certain PSI Departments. High Yield Securities Group. Capital Transaction Equity Syndicate Group and Capital Transaction Debt Syndicate Group. Sample letter to brokerage firm. Chart of Reportable Transactions. List of index options on a Broad-Based index. Sample Initial Holdings Report. Sample Annual Holdings Report. Preclearance Form for Section 16 Insiders and Designated Persons. Permitted Options Transactions relating to securities issued by Prudential. Prudential aspires to the highest standard of business ethics. Under federal securities law, it is illegal to prudential or sell a security while in possession of material, nonpublic information relating to the security. Insider trading is an extremely complex area of the law principally regulated by the Securities and Exchange Commission SEC. If you have any questions concerning the law or a particular situation, you should consult with Corporate Compliance or the Law Department. While you must be especially alert to sensitive information, you may consider information received directly from a designated company spokesperson to be public information unless you know or have reason to believe that such information is not generally available to the investing public. An associate working on a private securities transaction who receives information from a company representative regarding the transaction should presume that the information is nonpublic. Material information may be about Prudential or another public company. Information may be material even though it may not be directly about a company i. These individuals are categorized based on the information to which they have access. Covered and Access Persons are required to report their personal securities trading activity and are monitored in the SMARTS system. If you are unsure as to whether you are an Access or Covered Person, contact your business unit compliance officer or Corporate Compliance. Corporate Department Executive at the Senior Vice President level or above for review. Documentation for all exceptions must be forwarded to your business unit compliance options for review. Exceptions will be evaluated on a case by case basis based on the following criteria: However, if the account may trade other securities, it is subject to the Policy even if it holds only mutual funds. All monitored associates must complete the acknowledgment form, attached as Exhibit 2, listing the location of all reportable brokerage accounts and confirming that you have instructed all brokers for such accounts to send duplicate copies of accounts statements and trade confirmations to Corporate Compliance. Acknowledgment forms must be completed annually. The chart attached as Exhibit 3 identifies the personal securities transactions that are reportable. In general, all securities transactions are reportable except for purchases and sales of open end mutual funds, variable insurance products including annuitiescertificates of deposit and certain United States government securities. Corporate Compliance is responsible for maintaining SMARTS, and recognizes that your investment records are highly confidential. Accordingly, Corporate Compliance follows careful procedures for the collection and review of associate trading information to ensure that such records are kept in the strictest confidence. Other than exception reports, which are reviewed by business unit heads and business unit compliance personnel, the only persons who have access to this information are a small group within Corporate Compliance. Designated Persons are required to preclear all transactions in Company securities prior to execution through Corporate Compliance. This requirement excludes transactions in Prudential mutual funds and annuities. These restrictions apply to all accounts in which a Designated Person has a direct or indirect beneficial interest including, but not limited, to accounts for spouses, family members living in your household, and accounts for which they exercise investment discretion. While PRU stock held by you at EquiServe Trust Company, N. Designated Persons who maintain brokerage accounts with brokerage firms, other than the authorized broker-dealers listed in Section B. Designated Persons are required to preclear all transactions in securities issued by Prudential through Corporate Compliance. Designated Persons should submit requests electronically through the SMARTS Preclearance intranet site. Designated Persons will be sent a link to the Preclearance site from Corporate Compliance, and a link is also available from the Compliance website. All approved transactions are valid until the close of business on the day in which preclearance is granted. See Exhibit 7 for the SMARTS Preclearance Form. Transactions that require preclearance include, but are not limited to, the following: See Exhibit 8 describing permissible options transactions. However, employees are prohibited from buying or selling options to hedge their financial interest in employee stock options granted to them by Prudential. Prudential Investment Management Services LLC. However, pursuant to SEC and NASD regulations, Pruco and PIMS Registered Representatives must comply with the following reporting requirements: These notification requirements apply to all personal securities accounts of Registered Representatives and any securities accounts over which they have discretionary authority. Registered Representatives are not required to report accounts that are limited to the following types of investments: Wexford Clearing Services, Inc. The policy applies to all public offerings of equity securities, whether or not the above broker-dealers are participating in the offering. This policy does not disadvantage associates, because if the price increases on a primary or secondary offering, it is a prohibited hot issue, while if the price does not increase, the associate can then purchase the security in the secondary market at the same or lower price as the issue price. There are no prohibitions on purchases of public offerings of municipal securities or government securities. Which accounts are restricted: Accounts of all persons associated with the above broker-dealers and their immediate families are restricted from purchasing public offerings of securities. This notification requirement does not apply to those trades for which duplicate confirmations are provided by the executing broker or through PSI. For associates who are subject to preclearance, the preclearance form will satisfy the notification requirement. Rule 17 j under the Investment Company Act of requires that every investment company adopt procedures designed to prevent improper personal trading by investment options personnel. Rule 17 j prudential created to prevent conflicts of interest between investment company personnel and shareholders, to promote shareholder value, and to prevent investment company personnel from profiting from their access to proprietary information. In keeping with our ethical standards and the practices of the industry leaders, Prudential has adopted the ICI rules for all of its portfolio management units. The ICI rules concerning personal trading are set forth below and are applicable to these portfolio management units and certain associates outside the specific business unit but who provide direct support to these units. Prudential Investment Management Investment Supervisory Group ISG. Prudential Securities Portfolio Management PSPM. Investment personnel are prohibited from purchasing initial public offerings of securities. Access Persons are prohibited from executing a securities transaction on a day during which any portfolio in their Complex has a pending buy or sell order in the same or an equivalent security and until such time as that order is executed or withdrawn. Investment personnel are prohibited from buying or selling a security within seven calendar days before or after a portfolio in their Complex trades in the same or an equivalent security. Nevertheless, a personal trade by any investment personnel shall not prevent a portfolio in the same business unit from trading in the same or an equivalent security. However, such a transaction shall be subject to independent review by their business unit compliance officer. Profits realized on transactions that are executed during blackout periods are required to be disgorged to the business unit. Transactions inadvertently executed by an Access Person during a blackout period will not be considered a violation and disgorgement will not be required provided that the transaction was effected in accordance with the preclearance procedures and without prior knowledge of any pending purchase or sale orders in the Complex in the same or equivalent security. All employee profits will be donated to a charitable organization in the name of the Company or to an account or client for which the security is held or traded. Access Persons may not sell any security short which is owned by any portfolio managed by the business unit. Purchases or sales of securities effected employee any account over which the Access Person has no direct or indirect influence or control or in any account of the Access Person which is managed exclusively on a discretionary basis by a person other than such Access Person and options respect to which such Access Person does not in fact influence or control such transactions. In addition, all Access Persons must preclear all private securities transactions immediately and report completion of the transaction promptly, in any event not later than ten days following the close of each quarter in which the trade was executed. Holdings must be as of the date of becoming an Access Person for the initial report and as of December 31 for the annual report. Annual Reports must be submitted by January See Exhibits 5 and 6 for the Initial and Annual Holdings Report Forms. Access Persons must not only seek to achieve technical compliance with this Policy, but should strive to abide by its spirit and the principles articulated herein. Access Persons may not conduct personal business with brokers who execute trades for their portfolios. Trading Restrictions of Private Asset Management Units. In addition to the personal securities trade reporting requirements set forth in Section II above, all associates of Private Asset Management units of Prudential Investment Management PIM are subject to certain trading restrictions as set forth below. The Private Asset Management units of PIM are as follows: Prudential Capital Group PCGPrudential Mortgage Capital Company PMCCPrudential Real Estate Investors PREI and Private Equity. Such restrictions apply to transactions in any securities accounts for which the associate maintains a beneficial interest, including the following: Please note however, that this prohibition applies to all REITs and real estate-related securities, whether they are on the list or not. Associates who hold REIT securities or real estate securities prior to the institution of this policy or joining PREI or PMCC must obtain written approval from PIM Compliance prior to the sale of such securities. Associates of the Private Asset Management Real Estate units will be permitted to purchase shares of open end mutual funds that invest in REITs or real estate securities. Policy for Prudential Securities, Incorporated. Exceptions to this policy may be granted for employee-related accounts in rate circumstances where the employee can demonstrate that he or she has no financial interest in such account. However, new investment club memberships will not be permitted for employees of units required to participate in SMARTS. All PSI employees must comply with the Freeriding and Withholding policy as set forth in Section III. A of this Policy. This includes a prohibition on purchasing new offerings directly from a syndicate member. This prohibition generally applies for a 24 hour period after the release of a research report. However, if the investing public has had time to receive and react to the release of material research opinions or recommendations, the 24 hour restriction may be shortened by the Compliance Department. This generally occurs stock Employees must preclear trades of securities for which the employee has performed any work in the previous 90 calendar days. Employees of the Syndicate Group may not trade securities involving a nonpublic transaction or proposed transaction on which the Syndicate Group is working. Please furnish to Prudential Financial Inc. Please include all transactions in shares of unit investment trusts and all closed-end mutual funds. Copies of these confirmations and statements should be sent to Prudential, as trades are effected, addressed as follows: Vice President, Securities Compliance. Acknowledgment of the Personal Securities Trading Policy. For employees required to report their transactions in SMARTS as described in Section II of this policy, please complete the following acknowledgment and send it to: I confirm that I have instructed in stock all brokers for all securities accounts in which I maintain a beneficial interest, as described immediately below, to send duplicate copies of all confirmations covering any transactions as trades are effected and all account statements to the address listed above. I understand that transactions in Prudential Securities, Inc. Beneficial interest includes the following: Set forth below and on accompanying pages if necessary is a list of all such accounts as well as Prudential Securities and Pruco accounts including the individual holding the account, the social security number of that individual, the name of the institution, and the account number. I understand that I must promptly advise Corporate Compliance of any change in this information. Full Name of Employee. Social Security Number of Employee. List of all Accounts. Treasury Bills, Notes, Bonds. Non-Prudential Payroll Deductions Investing in Prudential Mutual Funds. Affiliated Unit Investment Trusts. Any Exchange Traded, NASDAQ. But not Limited To: Futures Including Financial Futures. Options on Foreign Currency. However, the sale of stock or the exercise of an option is a reportable event. Please see the Gift and Entertainment Policy for additional reporting requirements for gifts. INDEX OPTIONS ON A BROAD-BASED INDEX. Russell L-T Open. Russell Long-Term Index. Initial Personal Securities Holdings Report. Listed below are all Public Securities which I held, including those in which I had a direct or indirect beneficial interest, as of my service date with Prudential as required by the Personal Securities Trading Policy and the Mutual Fund Code of Ethics. Listed below are all holdings of Private Securities e. Annual Personal Securities Holdings Report. Section 16 Insiders and Designated Persons Preclearance Request Form. This form is for preclearing transactions in Prudential securities. Please include all requested information. Corporate Compliance will review and respond to all requests. You will receive a response indicating that your request has either been approved or denied. A request is not considered approved until you receive a confirmation of approval from Corporate Compliance. Preclearance is only valid until the close of business on the day approval is granted. Preclearance Forms should be faxed to Corporate Compliance at Cashless Exercise Exercise and Sell all Options. Exchange into or out of Company Stock Fund. Allocation Change Company Stock Fund. Catch-up Contribution Company Stock Fund. Deferral Rate Change Company Stock Fund. Disbursement from Company Stock Fund. Loans impacting Company Stock Fund. Deferred Compensation Elections impacting Company Stock Fund. Account in which transaction will take place: Have you traded the same or equivalent security for your personal account, accounts in which you have a beneficial interest, such as accounts of your spouse or family members, or accounts over which you maintain investment discretion within the past six months? If yes, Compliance may contact you for additional information. Covered call writing is permitted as a hedging strategy to the extent that the employee is covering underlying shares already held. Protective put purchases are permitted as a hedging strategy to the extent that the employee is covering underlying shares already held. Use of Confidential or Proprietary Information. You may not use confidential or proprietary information, obtained in the course of your employment, for your personal gain or share such information with others for their personal benefit. If you possess confidential or proprietary information, you must preserve its confidentiality and disclose it only to other associates who have a legitimate business need for the information. You may not buy or sell securities issued by Prudential or any other public company if you have material, nonpublic information. This restriction applies to transactions for you, members of your family, Prudential or any other person for whom you may buy or sell securities. In addition, you may not recommend to others that they buy or sell that security. If you are aware that Prudential is considering or actually trading any security for any account it manages, you must regard that as material, nonpublic information. Accordingly, you may not make any trade or recommendation involving that security, until seven calendar days after you know that such trading is no longer being considered or until seven calendar days after Prudential ceases trading in that security. In some circumstances, additional elements may be required for there to be a violation of law, including scienter and breach of a duty. This rule does not apply to employees in the trading departments of PSI. You may not communicate material, nonpublic information to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential i. What is Nonpublic Information. Information about a merger, acquisition, tender offer, joint venture or similar transaction involving the Company generally should be considered material. Prudential is planning to sell a large position in ABC Co. If you sell ABC Co. If you purchase ABC Co. Penalties for Insider Trading 3. Criminal fines of up three times the amount of the profit gained or loss avoided; and. PSI monitors the personal trading of its associates, including Financial Advisors, through its own trade monitoring system as explained in Section VI. Accounts held jointly with or accounts for spouses who are subject to the same type of personal trading requirements that pre-date this policy June 27, Accounts in which the employee has a formal investment management agreement that provides full discretionary authority to a third party money manager. A copy of the prudential agreement must be submitted to the business unit compliance officer. Blind trusts and family trusts. A copy of the trust employee must be submitted to the business unit compliance officer. Accounts for international employees in locations where there is no local presence or access to one of these firms. Accounts holding non-transferable securities which may not, due to their nature, be liquidated without undue hardship to the employee new purchases generally will not be permitted. Direct stock purchase or dividend reinvestment plans that are established directly with a public company. Information concerning securities transactions at the authorized broker-dealers is fed by computer link directly to SMARTS. For example, this would include individuals with whom you share living expenses, bank accounts, rent for mortgage payments, ownership of a home, or any other material financial support. Corporate Compliance will administer the processing of annual acknowledgment forms. If you are a reporting associate, and have not completed an acknowledgment form, please contact Corporate Compliance. Prudential Employee Savings Plan PESP Company Stock Fund transactions other than purchases through automatic payroll deductions see Section B. Certain PIMS personnel employed by portfolio management units may be subject to the personal securities trading restrictions set forth in this section due to their association with portfolio management activities in addition to the restrictions set forth in Section IV. Certain international units are also subject to these requirements including Prudential Asset Management Japan and Prudential Asia Fund Management. Certain individuals of Prudential Investments with access to material nonpublic information, including portfolio trading activity, are subject to this Section. In addition, employees of Prudential Investments who are not deemed Access Persons may still be subject to personal trade monitoring due to their specific job responsibilities and the information to which they have access. Individuals should consult their business unit compliance officer for additional clarification. Short-Term Trading Profits Investment personnel of PSI units are not prohibited from purchasing initial public offerings of debt securities. The blackout period does not apply to PSI units. There is no presumption that Access Persons have knowledge of actual trading activity. Properly precleared personal trades executed within seven days prior to a portfolio trading, will be presumed to be not violative of the 7 day rule provided there is no additional evidence to the contrary. The short-term trading profit rule, short sales rule and options rule do not apply to PSPM Financial Advisors and their Sale Assistants, Quantum Financial Advisors and their Sale Assistants, or Client Services group traders and calculator personnel. Purchases or sales of securities or their equivalents that are not eligible for purchase or sale by any portfolio in the business unit. Exercise of rights issued by issuer. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. For PSI units, only investment personnel are prohibited from participating in investment clubs. PSI Financial Advisors are not subject to the preclearance requirements. Paper preclearance forms may be used for international units and in certain hardship cases. Paper Forms are available from the business unit Compliance Officer. Access Persons should submit their preclearance forms to the business unit compliance officer of the Complex to which they are deemed to have access. Exceptions to the requirement to resubmit preclearance requests may be granted in advance by the business unit compliance officer for unusual circumstances. Any transactions in index options effected on a broad-based index. Unit investment trusts and open-end mutual funds. Non-volitional transactions and dividend reinvestment plans. Exceptions by prior written approval. Purchases or sales of securities which receive prior written approval of the business unit compliance officer such person having no personal interest in such purchases or salesbased on a determination that no conflict of interest is involved and that such purchases or sales are not likely to have any economic impact on any portfolio in the business unit or on its ability to purchase or sell securities of the same class or other securities of the same issuer. Such accounts must receive written approval in advance from Corporate Compliance. A copy of such notification should be sent to Corporate Compliance. Such accounts are required to be reported and monitored as provided under Section II. With respect to PSI, this requirement to report all private securities transactions and the requirement to disclose personal securities holdings, as described above, will only apply to ISG. It is the duty at all times to place the interests of investment company shareholders and other clients first. Access Persons may not take inappropriate advantage of their positions. Access Persons must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders or clients, including, but nor limited to the receipt of unusual investment opportunities, perquisites, or gifts of more than de minimis value from persons doing or seeking business with their portfolios. Access Persons may not bunch a personal order with a client order. This rule does not apply to Quantum or PSPM. Any personal account of an employee. Any joint or tenant-in-common in which the employee is a participant. Any account for which the employee acts as the trustee, executor or custodian. Any other account in which an employee is directly or indirectly financially interested. Accounts of any individual to whose financial support the employee materially contributes. There is a material change in a PSI Research Department rating; or. Employee accounts are also prohibited from engaging in transactions in a security when the employee knows that a research report relating to the security is in preparation. Although only the symbol for the common stock may be indicated on the Restricted List, all related securities including common and preferred stock, convertibles, options, warrants and rights of the companies listed and debt securities, if indicated are subject to restriction. Analysts must preclear trades of securities of issuers that are the subject of unreleased research or research in progress. Fundamental equity research analysts must preclear trades of securities of a company or industry group for which such analysts have research coverage responsibilities. Fundamental equity research analysts may not execute trades which are contrary to their research ratings. For securities of a company or industry group for which such analyst has research coverage responsibilities, the fundamental equity research analyst may not sell any such security that s he has purchased within the prior 90 calendar days or purchase any such security that s he had sold within the prior 90 calendar days. Under very limited circumstances, exceptions to this 90 day holding period may be granted by obtaining prior written approval from the Compliance Department. Employees of the Trading Department must preclear trades of all securities for which the trading desk or units has trading or market-making responsibility. For securities for which the trading desk or units has trading or market-making responsibility, an employee of the Trading Department may not sell any such security that s he has purchased within the prior 90 calendar days or purchase any such security that s he had sold within the prior 90 calendar days. All employees of the High Yield Securities Group must preclear: Employees of the Asset-Backed Finance Group may not trade securities involving a nonpublic transaction or proposed transaction on which the Asset-Backed Finance Group is working. Employees of the Investment Banking Group may not trade securities involving a nonpublic transaction or proposed transaction on which the Investment Banking Group is working. Yes Yes Yes Yes Yes Yes Yes Yes No. Yes Yes Yes Yes Yes Yes No. Open End Mutual Funds. Affiliated Mutual Funds Affiliated Unit Investment Trusts Non-Affiliated Mutual Funds Non-Affiliated Unit Inv. Yes Yes Yes Yes. Any Exchange Traded, NASDAQ, or OTC Option or Future Including But not Limited To: Futures Including Financial Futures Options on Foreign Currency Options on Futures Options on Indexes Options on Securities. No Yes Yes Yes Yes. Security Futures Other Commodities. Deferred Compensation Elections impacting Company Stock Fund MasterShare Elections impacting Company Stock Fund. Do you currently hold securities to cover this transaction? Note that this question applies to purchases of put options and all sales and that short sales are prohibited. Permitted only if employee owns Prudential stock.
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