Sec Form 13D Filing - PGIM Strategic Investments Inc. filing for PGIM Private Real Estate Fund Inc.PGIM Private Real Estate Fund Inc. - 2024-10-10

Insider filing report for Changes in Beneficial Ownership

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

PGIM Private Real Estate Fund, Inc.

(Name of Issuer)

 

Class I common stock, par value $0.001
Class S common stock, par value $0.001
Class D common stock, par value $0.001
Class T common stock, par value $0.001

(Title of Class of Securities)

 

69419Y105 (Class I common stock)
69419Y303 (Class S common stock)
69419Y204 (Class D common stock)
69419Y402 (Class T common stock)

(CUSIP Number)

 

Andrew French

c/o The Prudential Insurance Company of America

751 Broad Street

Newark, NJ 07102

(973) 367-2396

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 8, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ¨

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

 

  * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

1

NAMES OF REPORTING PERSON

PGIM Strategic Investments, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0 shares of Class I common stock; 1,034.937 shares of Class S common stock;

1,043.768 shares of Class D common stock; 1,034.937 shares of Class T common stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0 shares of Class I common stock; 1,034.937 shares of Class S common stock;

1,043.768 shares of Class D common stock; 1,034.937 shares of Class T common stock

11

AGGREGATE AMOUNT BEN EFICIALLY OWNED BY EACH REPORTING PERSON

0 shares of Class I common stock; 1,034.937 shares of Class S common stock; 1,043.768 shares of Class D common stock; 1,034.937 shares of Class T common stock (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0% of Class I common stock

100% of Class S common stock

100% of Class D common stock

100% of Class T common stock

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

1

NAMES OF REPORTING PERSON

The Prudential Insurance Company of America

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

¨ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,208,548.783 shares of Class I common stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,208,548.783 shares of Class I common stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,208,548.783 shares of Class I common stock (See Item 4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

¨ 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

99.9% of Class I common stock

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

1

NAMES OF REPORTING PERSON

Prudential Financial, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

¨ 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,208,548.783 shares of Class I common stock; 1,034.937 shares of Class S common stock; 1,043.768 shares of Class D common stock; 1,034.937 shares of Class T common stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,208,548.783 shares of Class I common stock; 1,034.937 shares of Class S common stock; 1,043.768 shares of Class D common stock; 1,034.937 shares of Class T common stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,208,548.783 shares of Class I common stock; 1,034.937 shares of Class S common stock; 1,043.768 shares of Class D common stock; 1,034.937 shares of Class T common stock

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

¨ 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

99.9% of Class I common stock

100% of Class S common stock

100% of Class D common stock

100% of Class T common stock

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

 

 

Explanatory Note

 

This amendment No. 3 (“Amendment No. 3”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on July 14, 2023, as amended by amendment No. 1 thereto filed with the Commission on March 18, 2024 and amendment No. 2 filed with the Commission on June 24, 2024 (as amended, the “Schedule 13D”) related to the Class I shares of common stock, par value $0.001 per share (the “Class I Shares”), Class S shares of common stock, par value $0.001 per share (the “Class S Shares”), Class D shares of common stock, par value $0.001 per share (the “Class D Shares”) and Class T shares of common stock, par value $0.001 per share (the “Class T Shares” and collectively, the “Common Stock”) of PGIM Private Real Estate Fund, Inc., a Maryland corporation (the “Issuer”). The Issuer’s principal executive offices are at 655 Broad Street, Newark, New Jersey 07102.

 

The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 2. Identify and Background.

 

Item 2 of the Schedule 13D is hereby amended and supplemented to include an amended and restated Annex A attached hereto.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented by the following:

 

As of the date hereof, PGIM Strategic Investments, Inc. directly holds 1,034.937 Class S Shares, 1,043.768 Class D Shares, and 1,034.937 Class T Shares. The Prudential Insurance Company of America directly holds 4,208,548.783 Class I Shares. Prudential Financial Inc. may be deemed the beneficial owner of the Common Stock owned directly by PGIM Strategic Investments, Inc. and The Prudential Insurance Company of America.

 

On October 8, 2024, The Prudential Insurance Company of America purchased 261,058.738 Class I Shares at $27.58 per Class I Share for an aggregate purchase price of $7,200,000.00, which was paid for from The Prudential Insurance Company of America’s invested capital.

 

The Prudential Insurance Company of America participates in the dividend reinvestment plan (the “DRIP”) of the Issuer, through which holders of Common Stock may choose to have cash dividends or cash distributions automatically reinvested in Common Stock and, consequently, was issued additional Common Stock in lieu of receiving cash payments as follows:

 

Class of Shares   Date of DRIP
Reinvestment
  Amount
Reinvested
   Price per Share   Number of Shares 
Class I Shares   06/25/2024  $439,211.46   $27.48    15,982.950 
Class I Shares   07/24/2024  $441,019.13   $27.48    16,048.731 
Class I Shares   08/26/2024  $442,834.25   $27.65    16,015.705 
Class I Shares   09/25/2024  $444,645.62   $27.70    16,052.188 

 

 

 

 

PGIM Strategic Investments, Inc. participates in the DRIP of the Issuer, through which holders of Common Stock may choose to have cash dividends or cash distributions automatically reinvested in Common Stock and, consequently, was issued additional Common Stock in lieu of receiving cash payments as follows:

 

Class of Shares   Date of DRIP
Reinvestment
  Amount
Reinvested
   Price per Share   Number of Shares 
Class D Shares   06/25/2024  $110.29   $27.46    4.016 
Class D Shares   07/24/2024  $110.72   $27.47    4.031 
Class D Shares   08/26/2024  $111.15   $27.63    4.023 
Class D Shares   09/25/2024  $111.58   $27.68    4.031 
Class S Shares   06/25/2024  $95.60   $27.38    3.492 
Class S Shares   07/24/2024  $95.93   $27.39    3.502 
Class S Shares   08/26/2024  $96.26   $27.55    3.494 
Class S Shares   09/25/2024  $96.58   $27.60    3.499 
Class T Shares   06/25/2024  $95.60   $27.38    3.492 
Class T Shares   07/24/2024  $95.93   $27.39    3.502 
Class T Shares   08/26/2024  $96.26   $27.55    3.494 
Class T Shares   09/25/2024  $96.58   $27.60    3.499 

 

Item 5 Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

 

(a) and (b). As of the date hereof, PGIM Strategic Investments, Inc. directly holds an aggregate of 1,034.937 Class S Shares, representing 100% of the outstanding Class S Shares; an aggregate of 1,043.768 Class D Shares, representing 100% of the outstanding Class D Shares; and an aggregate of 1,034.937 Class T Shares, representing 100% of the outstanding Class T Shares. PGIM Strategic Investments, Inc. is an indirect wholly-owned subsidiary of Prudential Financial, Inc., and as such, Prudential Financial, Inc. may be deemed the beneficial owner of the securities reported herein. The filing of this Schedule 13D shall not be construed as an admission that Prudential Financial, Inc. is the beneficial owner of any securities covered by this Schedule 13D.

 

The Prudential Insurance Company of America directly holds an aggregate of 4,208,548.783 Class I Shares, representing 99.9% of the outstanding Class I Shares. The Prudential Insurance Company of America is a wholly-owned subsidiary of Prudential Financial, Inc., and as such, Prudential Financial, Inc. may be deemed the beneficial owner of the securities reported herein. The filing of this Schedule 13D shall not be construed as an admission that Prudential Financial, Inc. is the beneficial owner of any securities covered by this Schedule 13D.

 

(c) Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of such persons, the persons named in Annex A, has effected any transactions in the Common Stock during the past 60 days.

 

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.

 

(e) Not applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 10, 2024

 

PGIM STRATEGIC INVESTMENTS, INC.  
     
By: /s/ Andrew French  
Name: Andrew French  
Title: Attorney-in-Fact  
   
The Prudential Insurance Company of America  
   
By: /s/ Andrew French  
Name: Andrew French  
Title: Attorney-in-Fact  
   
PRUDENTIAL FINANCIAL, INC.  
     
By: /s/ Andrew French  
Name: Andrew French  
Title: Second Vice President  

 

 

 

 

Annex A

 

Directors and Executive Officers of the Reporting Persons

 

The following sets forth certain information regarding the directors and executive officers of PGIM Strategic Investments, Inc. Unless otherwise noted, the business address of each director and executive officer of PGIM Strategic Investments, Inc. is 655 Broad Street, Newark, NJ 07102.

 

Directors:

 

Name Citizenship Present Principal Occupation or
Employment
Joseph Hsu USA Vice President, Financial Reporting, Controller, PGIM Strategic Investments, Inc.
Brian M. Mattia USA Vice President, Planning & Analysis; Director & Treasurer PGIM Strategic Investments, Inc.
Jurgen Muhlhauser USA Vice President, Finance; Director, PGIM Strategic Investments, Inc.

 

Officers:

 

Name Citizenship Present Principal Occupation or
Employment
David A. Hunt USA Senior Vice President, PGIM President & CEO; Director & President PGIM Strategic Investments, Inc.
Brian M. Mattia USA Vice President, Planning & Analysis; Director & Treasurer PGIM Strategic Investments, Inc.
Jurgen Muhlhauser USA Vice President, Finance; Director, PGIM Strategic Investments, Inc.
Joseph Hsu USA Vice President, Financial Reporting; Controller, PGIM Strategic Investments, Inc.
Kathleen Denicholas USA Vice President, Corporate Counsel; Secretary, PGIM Strategic Investments, Inc.

 

 

 

 

The following sets forth certain information regarding the directors and executive officers of Prudential Financial, Inc. Unless otherwise noted, the business address of each director and executive officer of Prudential Financial, Inc. is 751 Broad Street, Newark, NJ 07102.

 

Directors:

 

Name Citizenship Present Principal Occupation or
Employment
Gilbe rt F. Casellas USA Former Chairman of OMNITRU.
Martina T. Hund-Mejean USA Former Chief Financial Officer, MasterCard Worldwide.
Kathleen Ann Murphy USA Former President of Fidelity’s Personal Investing Business.
Douglas A. Scovanner USA Founder and Managing Member, Comprehensive Financial Strategies, LLC.
Robert M. Falzon USA Vice Chairman of Prudential Financial, Inc.
Wendy E. Jones USA Former Senior Vice President, Global Operations eBay, Inc.
Sandra Pianalto USA Former President and CEO, Federal Reserve Bank of Cleveland.
Christine A. Poon USA Former Dean and John W. Berry, Sr. Chair in Business at The Fisher College of Business at The Ohio State University.
Michael A. Todman USA Former Vice Chairman, Whirlpool Corporation.
Charles F. Lowrey USA Chairman and Chief Executive Officer, Prudential Financial, Inc.
Carmine Di Sibio USA Global Chairman & CEO of EY (Formerly known as Ernst & Young)

 

Officers:

 

Name Citizenship Present Principal Occupation or
Employment
Robert M. Falzon USA Vice Chairman
Charles F. Lowrey USA Chairman and Chief Executive Officer
Yanela C. Frias USA Executive VP and Chief Financial Officer
Lucien A. Alziari USA Executive VP and Chief Human Resources Officer
Stacey Goodman USA Executive VP and Chief Information Officer
Timothy L. Schmidt USA SVP and Chief Investment Officer
Ann M. Kappler USA Executive VP, General Counsel and Chief Compliance Officer
Caroline Feeney USA Executive VP and Head of U.S. Businesses
Andrew F. Sullivan USA Executive VP, Head of International Businesses and PGIM
Bradley O. Harris USA Senior VP and Chief Actuary

 

 

 

 

The following sets forth certain information regarding the directors and executive officers of The Prudential Insurance Company of America. Unless otherwise noted, the business address of each director and executive officer of The Prudential Insurance Company of America is 751 Broad Street, Newark, New Jersey 07102.

 

Directors:

 

Name Citizenship Present Principal Occupation or
Employment
Gilbert F. Casellas USA Former Chairman of OMNITRU.
Martina T. Hund-Mejean USA Former Chief Financial Officer, MasterCard Worldwide.
Kathleen Ann Murphy USA Former President of Fidelity’s Personal Investing Business.
Douglas A. Scovanner USA Founder and Managing Member, Comprehensive Financial Strategies, LLC.
Robert M. Falzon USA Vice Chairman of Prudential Financial, Inc.
Wendy E. Jones USA Former Senior Vice President, Global Operations eBay, Inc.
Sandra Pianalto USA Former President and CEO, Federal Reserve Bank of Cleveland.
Christine A. Poon USA Former Dean and John W. Berry, Sr. Chair in Business at The Fisher College of Business at The Ohio State University.
Michael A. Todman USA Former Vice Chairman, Whirlpool Corporation.
Charles F. Lowrey USA Chairman and Chief Executive Officer, Prudential Financial, Inc.
Carmine Di Sibio USA Global Chairman & CEO of EY (Formerly known as Ernst & Young)

 

Officers:

 

Name Citizenship Present Principal Occupation or
Employment
Robert M. Falzon USA Vice Chairman
Charles F. Lowrey USA Chairman and Chief Executive Officer
Yanela C. Frias USA Executive VP and Chief Financial Officer
Lucien A. Alziari USA Executive VP and Chief Human Resources Officer
Stacey Goodman USA Executive VP and Chief Information Officer
Timothy L. Schmidt USA SVP and Chief Investment Officer
Ann M. Kappler USA Executive VP, General Counsel and Chief Compliance Officer
Caroline Feeney USA Executive VP and Head of U.S. Businesses
Andrew F. Sullivan USA Executive VP, Head of International Businesses and PGIM
Bradley O. Harris USA Senior VP and Chief Actuary

 

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Common Stock.