The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
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0001444597 |
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Name of Issuer | |||||||||||||||
Prudential Retirement Insurance & Annuity Co | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
CONNECTICUT | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Prudential Retirement Insurance & Annuity Co | |||
Street Address 1 | Street Address 2 | ||
280 Trumbull Street | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
Hartford | CONNECTICUT | 06103-3509 | (732)482-6816 |
3. Related Persons
Last Name | First Name | Middle Name |
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Marcks | Christine | C. |
Street Address 1 | Street Address 2 | |
280 Trumbull Street | ||
City | State/Province/Country | ZIP/PostalCode |
Hartford | CONNECTICUT | 06103-3509 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and PresidentLast Name | First Name | Middle Name |
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Brandt | Michael | J. |
Street Address 1 | Street Address 2 | |
280 Trumbull Street | ||
City | State/Province/Country | ZIP/PostalCode |
Hartford | CONNECTICUT | 06103-3509 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director, Senior Vice President and Chief Financial OfficerLast Name | First Name | Middle Name |
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Marin | Elizabeth | |
Street Address 1 | Street Address 2 | |
751 Broad Street | ||
City | State/Province/Country | ZIP/PostalCode |
Newark | NEW JERSEY | 07102-3714 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Asst. TreasurerLast Name | First Name | Middle Name |
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Kalamarides | John | J. |
Street Address 1 | Street Address 2 | |
280 Trumbull Street | ||
City | State/Province/Country | ZIP/PostalCode |
Hartford | CONNECTICUT | 06103-3509 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Senior Vice PresidentLast Name | First Name | Middle Name |
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O'Connor | James | M. |
Street Address 1 | Street Address 2 | |
751 Broad Street | ||
City | State/Province/Country | ZIP/PostalCode |
Newark | NEW JERSEY | 07102-3714 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Senior Vice PresidentLast Name | First Name | Middle Name |
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Schmidt | Timothy | L. |
Street Address 1 | Street Address 2 | |
655 Broad Street | ||
City | State/Province/Country | ZIP/PostalCode |
Newark | NEW JERSEY | 07102-4410 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director, Senior Vice President and GPM Chief Investment OfficerLast Name | First Name | Middle Name |
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Waldeck | George | P. |
Street Address 1 | Street Address 2 | |
280 Trumbull Street | ||
City | State/Province/Country | ZIP/PostalCode |
Hartford | CONNECTICUT | 06103-3509 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Senior Vice PresidentLast Name | First Name | Middle Name |
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Walder | Brent | |
Street Address 1 | Street Address 2 | |
280 Trumbull Street | ||
City | State/Province/Country | ZIP/PostalCode |
Hartford | CONNECTICUT | 06103-3509 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director, Senior Vice President and Chief ActuaryLast Name | First Name | Middle Name |
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Tyndall | Robert | H. |
Street Address 1 | Street Address 2 | |
280 Trumbull Street | ||
City | State/Province/Country | ZIP/PostalCode |
Hartford | CONNECTICUT | 06103-3509 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Senior Vice PresidentLast Name | First Name | Middle Name |
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Tanji | Kenneth | Y. |
Street Address 1 | Street Address 2 | |
751 Broad Street | ||
City | State/Province/Country | ZIP/PostalCode |
Newark | NEW JERSEY | 07102-3714 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
TreasurerLast Name | First Name | Middle Name |
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Gardner | Craig | R. |
Street Address 1 | Street Address 2 | |
655 Broad Street | ||
City | State/Province/Country | ZIP/PostalCode |
Newark | NEW JERSEY | 07102-4410 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Senior Investment Risk OfficerLast Name | First Name | Middle Name |
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Hrabchak | Richard | R. |
Street Address 1 | Street Address 2 | |
655 Broad Street | ||
City | State/Province/Country | ZIP/PostalCode |
Newark | NEW JERSEY | 07102-4410 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Vice President and Chief Investment OfficerLast Name | First Name | Middle Name |
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McLaughlin | Robert | |
Street Address 1 | Street Address 2 | |
280 Trumbull Street | ||
City | State/Province/Country | ZIP/PostalCode |
Hartford | CONNECTICUT | 06103-3509 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Controller and Vice PresidentLast Name | First Name | Middle Name |
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Wieler | Stephen | E. |
Street Address 1 | Street Address 2 | |
655 Broad Street | ||
City | State/Province/Country | ZIP/PostalCode |
Newark | NEW JERSEY | 07102-4410 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
SecretaryLast Name | First Name | Middle Name |
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Sleyster | Scott | G. |
Street Address 1 | Street Address 2 | |
655 Broad Street | ||
City | State/Province/Country | ZIP/PostalCode |
Newark | NEW JERSEY | 07102-4410 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Executive Vice President4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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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)
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Rule 504 (b)(1)(i) | |||
Rule 504 (b)(1)(ii) | |||
Rule 504 (b)(1)(iii) | |||
Rule 505 | |||
X | Rule 506(b) | ||
Rule 506(c) | |||
Securities Act Section 4(a)(5) |
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7. Type of Filing
New Notice | Date of First Sale | 2012-12-13 | First Sale Yet to Occur | ||||||
X | Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
Equity | X | 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) | |
Funding agreement issued by Prudential Retirement Insurance and Annuity Company to voluntary employees' beneficiary associations. Product pays a fixed interest rate that fluctuates, but once announced, is guaranteed for the succeeding six month period. |
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor | $500,000 | USD |
12. Sales Compensation
Recipient |
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Various Agents | None | ||||||||||||||||||||
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Prudential Investment Management Services LLC | 18353 | ||||||||||||||||||||
Street Address 1 | Street Address 2 | ||||||||||||||||||||
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655 Broad Street, 19th Floor | |||||||||||||||||||||
City | State/Province/Country | ZIP/Postal Code | |||||||||||||||||||
Newark | NEW JERSEY | 07102-4410 | |||||||||||||||||||
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13. Offering and Sales Amounts
Total Offering Amount | $450,000,000 | USD |
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Total Amount Sold | $99,700,000 | USD | ||||
Total Remaining to be Sold | $350,300,000 | USD |
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Clarification of Response (if Necessary):
"Total Offering Amount" represents total sales as of 10/31/15 plus projected sales amounts for 2016 and 2017. 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: |
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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 | $290,000 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
The above "Sales Commissions" are an estimate with respect to sales through 10/31/15.16. 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 |
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Clarification of Response (if Necessary):
Listed officers/directors of Prudential Retirement Insurance and Annuity Company receive a regular salary and potential bonus from the corporate parent. None of such officers/directors are representatives selling this funding agreement.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: |
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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 |
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Prudential Retirement Insurance & Annuity Co | /s/ Timothy M. Hopkin | Timothy M. Hopkin | Second Vice President | 2015-11-20 |
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.