Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001104659-23-082367 0001972703 XXXXXXXX LIVE 3 Class I common shares of beneficial interest, par value $0.001 03/26/2025 false 0001923622 71710E309 PGIM Private Credit Fund 655 BROAD ST NEWARK NJ 07102 Andrew French 973-367-2396 c/o Prudential Insurance Co of America 751 Broad Street Newark NJ 07102 0001972703 N PGIM Strategic Investments, Inc. OO N NJ 0.00 0.00 0.00 0.00 0.00 N 0 CO This Schedule 13D relates to the following classes of securities: Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares") with CUSIP No. 71710E309, Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") with CUSIP 71710E200 and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares") with CUSIP 71710E101 of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer"). PGIM Strategic Investments, Inc. has shared voting power and dispositive power with respect to 0 Class I Common Shares, 477.912 Class D Common Shares and 473.429 Class S Common Shares. The aggregate amount beneficially owned by PGIM Strategic Investments, Inc. is 0 Class I Common Shares, 477.912 Class D Common Shares, and 473.429 Class S Common Shares representing 0 percent of Class I Common Shares, 100 percent of Class D Common Shares and 100 percent of Class S Common Shares. Cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Common Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer. 0000729057 N The Prudential Insurance Company of America OO N NJ 0.00 5656908.17 0.00 5656908.17 5656908.17 N 97.5 CO This Schedule 13D relates to the following classes of securities: Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares") with CUSIP No. 71710E309, Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") with CUSIP 71710E200 and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares") with CUSIP 71710E101 of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer"). The Prudential Insurance Company of America has shared voting power and dispositive power with respect to 5,656,908.165 Class I Common Shares, 0 Class D Common Shares and 0 Class S Common Shares. The aggregate amount beneficially owned by The Prudential Insurance Company of America is 5,656,908.165 Class I Common Shares, 0 Class D Common Shares, and 0 Class S Common Shares representing 97.5 percent of Class I Common Shares, 0 percent of Class D Common Shares and 0 percent of Class S Common Shares. Cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Common Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer. 0000777917 N Pruco Life Insurance Company OO N AZ 0.00 5656908.17 0.00 5656908.17 5656908.17 N 97.5 CO This Schedule 13D relates to the following classes of securities: Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares") with CUSIP No. 71710E309, Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") with CUSIP 71710E200 and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares") with CUSIP 71710E101 of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer"). Pruco Life Insurance Company has shared voting power and dispositive power with respect to 5,656,908.165 Class I Common Shares, 0 Class D Common Shares and 0 Class S Common Shares. The aggregate amount beneficially owned by Pruco Life Insurance Company is 5,656,908.165 Class I Common Shares, 0 Class D Common Shares, and 0 Class S Common Shares representing 97.5 percent of Class I Common Shares, 0 percent of Class D Common Shares and 0 percent of Class S Common Shares. Cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Common Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer. 0001137774 N Prudential Financial, Inc. OO N NJ 0.00 5656908.17 0.00 5656908.17 5656908.17 N 97.5 CO This Schedule 13D relates to the following classes of securities: Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares") with CUSIP No. 71710E309, Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") with CUSIP 71710E200 and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares") with CUSIP 71710E101 of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer"). Prudential Financial, Inc. has shared voting power and dispositive power with respect to 5,656,908.165 Class I Common Shares, 477.912 Class D Common Shares and 473.429 Class S Common Shares. The aggregate amount beneficially owned by Prudential Financial, Inc. is 5,656,908.165 Class I Common Shares, 477.912 Class D Common Shares, and 473.429 Class S Common Shares representing 97.5 percent of Class I Common Shares, 100 percent of Class D Common Shares and 100 percent of Class S Common Shares. Cover pages are limited to one class of security. The cover pages of this Schedule 13D filing relate to the Class I Common Shares, and this comment shall serve as full disclosure of the beneficial ownership of all classes of securities of the Issuer. Class I common shares of beneficial interest, par value $0.001 PGIM Private Credit Fund 655 BROAD ST NEWARK NJ 07102 This amendment No. 3 ("Amendment No. 3") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on July 19, 2023, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on March 18, 2024, as amended by Amendment No. 2 filed with the Securities and Exchange Commission on December 27, 2024 (as amended the "Schedule 13D") related to the Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares"), the Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares" and together with the Class I Common Shares and the Class D Common Shares the "Common Shares") of PGIM Private Credit Fund, a Delaware statutory trust (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. 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 3 of the Schedule 13D is hereby amended and supplemented by the following: As of the date hereof, PGIM Strategic Investments, Inc. directly holds 473.429 Class S Common Shares and 477.912 Class D Common Shares, and Pruco Life Insurance Company directly holds 5,656,908.165 Class I Common Shares. The Prudential Insurance Company of America may be deemed the beneficial owner of the Common Shares beneficially held by Pruco Life Insurance Company. Prudential Financial Inc. may be deemed the beneficial owner of the Common Shares beneficially owned by PGIM Strategic Investments, Inc., The Prudential Insurance Company of America and Pruco Life Insurance Company. On February 27, 2025, Pruco Life Insurance Company's subscription to purchase Class I Common Shares was accepted. On March 26, 2025, the number of Common Shares being purchased by Pruco Life Insurance Company was fixed when the purchase price per share was determined by the Issuer. The Issuer issued 721,732.157 Class I Common Shares to Pruco Life Insurance Company at a purchase price of $24.94 per share for an aggregate purchase price of $18 million 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 Shares may choose to have cash dividends or cash distributions automatically reinvested in Common Shares and, consequently, was issued additional Common Shares in lieu of receiving cash payments as set forth on Exhibit 9 hereto and incorporated herein by reference. Items 5 (a)-(c) of the Schedule 13D are 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. PGIM Strategic Investments, Inc. directly holds an aggregate of 477.912 Class D Common Shares and 473.429 Class S Common Shares representing 100% of the outstanding Class D and Class S Common 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 5,656,908.165 Class I Common Shares representing 97.5% of the outstanding Class I Common 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. or The Prudential Insurance Company of America are the beneficial owners of any securities covered by this Schedule 13D. See Item (a) above. 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 Shares during the past 60 days. Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit: Exhibit 9 Item 3 disclosure: DRIP Issuances PGIM Strategic Investments, Inc. /s/ Andrew French Andrew French/Attorney-in-Fact 03/28/2025 The Prudential Insurance Company of America /s/ Andrew French Andrew French/Attorney-in-Fact 03/28/2025 Pruco Life Insurance Company /s/ Andrew French Andrew French/Attorney-in-Fact 03/28/2025 Prudential Financial, Inc. /s/ Andrew French Andrew French/Second Vice President 03/28/2025