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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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PGIM Private Real Estate Fund, Inc. (Name of Issuer) |
Class I common stock, par value $0.001 (Title of Class of Securities) |
69419Y105 (CUSIP Number) |
Andrew French c/o Prudential Insurance Co of America, 751 Broad Street Newark, NJ, 07102 973-367-2396 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/03/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 69419Y105 |
| 1 |
Name 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Comment: This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.001 per share (the "Class I Shares") with CUSIP No. 69419Y105, Class S common stock, par value $0.001 per share (the "Class S Shares") with CUSIP 69419Y303, Class D common stock, par value $0.001 per share (the "Class D Shares") with CUSIP 69419Y204 and the Class T common stock, par value $0.001 per share (the "Class T Shares") with CUSIP 69419Y402 of PGIM Private Real Estate Fund, Inc., a Maryland corporation (the "Issuer"). PGIM Strategic Investments, Inc. has shared voting power and dispositive power with respect to 0 Class I Shares, 1,048.939 Class S Shares, 1,059.917 Class D Shares and 1,048.939 Class T Shares. The aggregate amount beneficially owned by PGIM Strategic Investments, Inc. is 0 Class I Shares, 1,048.939 Class S Shares, 1,059.917 Class D Shares, and 1,048.939 Class T Shares representing 0 percent of Class I Shares, 100 percent of Class S Shares, 100 percent of Class D Shares, and 100 percent of Class T Shares. Due to the new Edgar 24 filing requirements, cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
SCHEDULE 13D
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| CUSIP No. | 69419Y105 |
| 1 |
Name 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,799,369.63 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
99.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Comment: This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.001 per share (the "Class I Shares") with CUSIP No. 69419Y105, Class S common stock, par value $0.001 per share (the "Class S Shares") with CUSIP 69419Y303, Class D common stock, par value $0.001 per share (the "Class D Shares") with CUSIP 69419Y204 and the Class T common stock, par value $0.001 per share (the "Class T Shares") with CUSIP 69419Y402 of PGIM Private Real Estate Fund, Inc., a Maryland corporation (the "Issuer"). The Prudential Insurance Company of America has shared voting power and dispositive power with respect to 5,799,369.631 Class I Shares, 0 Class S Shares, 0 Class D Shares and 0 Class T Shares. The aggregate amount beneficially owned by The Prudential Insurance Company of America is 5,799,369.631 Class I Shares, 0 Class S Shares, 0 Class D Shares, and 0 Class T Shares representing 99.9 percent of Class I Shares, 0 percent of Class S Shares, 0 percent of Class D Shares, and 0 percent of Class T Shares. Due to the new Edgar 24 filing requirements, cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
SCHEDULE 13D
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| CUSIP No. | 69419Y105 |
| 1 |
Name of reporting person
Pruco Life Insurance Company | ||||||||
| 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
ARIZONA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,799,369.63 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
99.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Comment: This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.001 per share (the "Class I Shares") with CUSIP No. 69419Y105, Class S common stock, par value $0.001 per share (the "Class S Shares") with CUSIP 69419Y303, Class D common stock, par value $0.001 per share (the "Class D Shares") with CUSIP 69419Y204 and the Class T common stock, par value $0.001 per share (the "Class T Shares") with CUSIP 69419Y402 of PGIM Private Real Estate Fund, Inc., a Maryland corporation (the "Issuer"). Pruco Life Insurance Company has shared voting power and dispositive power with respect to 5,799,369.631 Class I Shares, 0 Class S Shares, 0 Class D Shares, and 0 Class T Shares. The aggregate amount beneficially owned by Pruco Life Insurance Company is 5,799,369.631 Class I Shares, 0 Class S Shares, 0 Class D Shares, and 0 Class T Shares representing 99.9 percent of Class I Shares, 0 percent of Class S Shares, 0 percent of Class D Shares, and 0 percent of Class T Shares. Due to the new Edgar 24 filing requirements, cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
SCHEDULE 13D
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| CUSIP No. | 69419Y105 |
| 1 |
Name 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,799,369.63 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
99.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Comment: This Schedule 13D relates to the following classes of securities: Class I common stock, par value $0.001 per share (the "Class I Shares") with CUSIP No. 69419Y105, Class S common stock, par value $0.001 per share (the "Class S Shares") with CUSIP 69419Y303, Class D common stock, par value $0.001 per share (the "Class D Shares") with CUSIP 69419Y204 and the Class T common stock, par value $0.001 per share (the "Class T Shares") with CUSIP 69419Y402 of PGIM Private Real Estate Fund, Inc., a Maryland corporation (the "Issuer"). Prudential Financial, Inc. has shared voting power and dispositive power with respect to 5,799,369.631 Class I Shares, 1,048.939 Class S Shares, 1,059.917 Class D Shares, and 1,048.939 Class T Shares. The aggregate amount beneficially owned by Prudential Financial, Inc. is 5,799,369.631 Class I Shares, 1,048.939 Class S Shares, 1,059.917 Class D Shares, and 1,048.939 Class T Shares representing 99.9 percent of Class I Shares, 100 percent of Class S Shares, 100 percent of Class D Shares, and 100 percent of Class T Shares. Due to the new Edgar 24 filing requirements, cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class I common stock, par value $0.001 | |
| (b) | Name of Issuer:
PGIM Private Real Estate Fund, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
655 Broad Street, Newark,
NEW JERSEY
, 07102. | |
Item 1 Comment:
Item 1 Comment: This amendment No. 7 ("Amendment No. 7") 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, amendment No. 2 filed with the Commission on June 24, 2024, amendment No. 3 filed with the Commission on October 10, 2024, amendment No. 4 filed with the Commission on November 27, 2024, Amendment No. 5 filed with the Commission on December 17, 2024 and Amendment No. 6 filed with the Commission on December 27, 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 Items herein amend the information disclosed under the corresponding Items of the Schedule 13D as described herein. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 7 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| 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 1,048.939 Class S Shares, 1,059.917 Class D Shares, and 1,048.939 Class T Shares. Pruco Life Insurance Company directly holds 5,799,369.631 Class I Shares. The Prudential Insurance Company of America may be deemed the beneficial owner of the Common Stock beneficially held by Pruco Life Insurance Company. Prudential Financial Inc. may be deemed the beneficial owner of the Common Stock beneficially owned by PGIM Strategic Investments, Inc., The Prudential Insurance Company of America and Pruco Life Insurance Company.
On February 3, 2025, Pruco Life Insurance Company purchased 906,239.108 Class I Shares at $28.69 per Class I Share for an aggregate purchase price of $26,000,000.00, which was paid for from Pruco Life Insurance Company's invested capital.
PGIM Strategic Investments, Inc. and Pruco Life Insurance Company participate 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 set forth on Exhibit 99.1 hereto and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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.
As of the date hereof, PGIM Strategic Investments, Inc. directly holds an aggregate of 1,048.939 Class S Shares, representing 100% of the outstanding Class S Shares; an aggregate of 1,059.917 Class D Shares, representing 100% of the outstanding Class D Shares; and an aggregate of 1,048.939 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 directly held by PGIM Strategic Investments, Inc. As of the date hereof, Pruco Life Insurance Company directly holds 5,799,369.631 Class I Shares representing 99.9% of the outstanding Class I Shares. Pruco Life Insurance Company is a wholly owned subsidiary of The Prudential Insurance Company of America, which in turn is a wholly-owned subsidiary of Prudential Financial, Inc., and as such, Prudential Financial, Inc. and The Prudential Insurance Company of America may be deemed the beneficial owner of the securities reported herein directly held by Pruco Life Insurance Company. 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 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. | |
| (b) | See Item (a) above. | |
| (c) | Except as otherwise set forth in this Schedule 13D, including Exhibit 99.1, 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 since the filing of Amendment No. 6 on December 27, 2024. | |
| (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. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits:
Exhibit 99.1 Item 3 disclosure: DRIP Issuances | ||
| 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.
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