UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
June 20, 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; 1,020.950 shares of Class S common stock; 1,027.667 shares of Class D common stock; 1,020.950 shares of Class T common stock | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 0 shares of Class I common stock; 1,020.950 shares of Class S common stock; 1,027.667 shares of Class D common stock; 1,020.950 shares of Class T common stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Class I common stock; 1,020.950 shares of Class S common stock; 1,027.667 shares of Class D common stock; 1,020.950 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 |
2
| 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 3,883,390.471 shares of Class I common stock | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 3,883,390.471 shares of Class I common stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,883,390.471 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 |
3
| 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 3,883,390.471 shares of Class I common stock; 1,020.950 shares of Class S common stock; 1,027.667 shares of Class D common stock; 1,020.950 shares of Class T common stock | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 3,883,390.471 shares of Class I common stock; 1,020.950 shares of Class S common stock; 1,027.667 shares of Class D common stock; 1,020.950 shares of Class T common stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,883,390.471 shares of Class I common stock; 1,020.950 shares of Class S common stock; 1,027.667 shares of Class D common stock; 1,020.950 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 |
4
Explanatory Note
This amendment No. 2 (“Amendment No. 2”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission on July 14, 2023, as amended by amendment No. 1 thereto filed with the Securities and Exchange Commission on March 18, 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. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 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 1,020.950 Class S Shares, 1,027.667 Class D Shares, and 1,020.950 Class T Shares. The Prudential Insurance Company of America directly holds 3,883,390.471 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 June 20, 2024, The Prudential Insurance Company of America purchased 652,883.569 Class I Shares at $27.57 per Class I Share for an aggregate purchase price of $18,000,000.00, 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 Reinvesment | Amount Reinvested | Price per Share | Number of Shares | ||||||||||
| Class I Shares | 03/26/2024 | $ | 360,880.26 | $ | 27.38000034 | 13,180.433 | ||||||||
| Class I Shares | 04/24/2024 | $ | 362,370.96 | $ | 27.35999924 | 13,244.553 | ||||||||
| Class I Shares | 05/24/2024 | $ | 363,868.92 | $ | 27.40999935 | 13,275.043 | ||||||||
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:
5
| Class of Shares | Date of DRIP Reinvesment | Amount Reinvested | Price per Share | Number of Shares | ||||||||||
| Class D Shares | 03/26/2024 | $ | 109.00 | $ | 27.35943775 | 3.984 | ||||||||
| Class D Shares | 04/24/2024 | $ | 109.43 | $ | 27.337 | 4.003 | ||||||||
| Class D Shares | 05/24/2024 | $ | 109.86 | $ | 27.38967838 | 4.011 | ||||||||
| Class S Shares | 03/26/2024 | $ | 94.62 | $ | 27.29161 | 3.467 | ||||||||
| Class S Shares | 04/24/2024 | $ | 94.95 | $ | 27.26881 | 3.482 | ||||||||
| Class S Shares | 05/24/2024 | $ | 95.28 | $ | 27.31651 | 3.488 | ||||||||
| Class T Shares | 03/26/2024 | $ | 94.62 | $ | 27.29161 | 3.467 | ||||||||
| Class T Shares | 04/24/2024 | $ | 94.95 | $ | 27.26881 | 3.482 | ||||||||
| Class T Shares | 05/24/2024 | $ | 95.28 | $ | 27.31651 | 3.488 | ||||||||
| 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 1,020.950 Class S Shares, representing 100% of the outstanding Class S Shares; an aggregate of 1,027.667 Class D Shares, representing 100% of the outstanding Class D Shares; and an aggregate of 1,020.950 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 3,883,390.471 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.
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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: June 24, 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 |
| 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. |
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 |
| 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. |
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 and General Counsel |
| Caroline Feeney | USA | Executive VP and Head of U.S. Businesses |
| Andrew F. Sullivan | USA | Executive VP, Head of International Business and Global Investment Management |
| 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. |
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 and General Counsel |
| Caroline Feeney | USA | Executive VP and Head of U.S. Businesses |
| Andrew F. Sullivan | USA | Executive VP, Head of International Business and Global Investment Management |
| 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.