SEC Form 4 · accession 0001140361-15-000093

Pzena Investment Management, Inc. · PZN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chairman, CEO and Co-CIO · Director

Period of report

Feb 14, 2014

Accepted (ET)

Jan 2, 2015 · 4:09 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001399249

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class B common stock, par value $0.000001^F1	Feb 14, 2014	G	200,000	$0.00	D	17,848,762	D
Class B common stock, par value $0.000001^F1	Jan 1, 2015	G	21,141	$0.00	D	17,827,621	D
Class A common stock, par value $0.01	holding	—	—		—	106	D
Class B common stock, par value $0.000001^F1	holding	—	—		—	6,258,600	I	By trusts
Class A common stock, par value $0.01	holding	—	—		—	4,100	I	By spouse
Class B common stock, par value $0.000001^F1	holding	—	—		—	42,399	I	By spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Units^F3	—	Feb 14, 2014	G	200,000	D	—	—	Class A common stock, par value $0.01	200,000	17,848,762	D
Class B Units^F3	—	Jan 1, 2015	G	21,141	D	—	—	Class A common stock, par value $0.01	21,141	17,827,621	D
Class B Units^F3	—	holding	—	—	—	—	—	Class A common stock, par value$0.01	42,399	42,399	I
Class B Units^F3	—	holding	—	—	—	—	—	Class A common stock, par value $0.01	6,258,600	6,258,600	I

F1Each holder of a Class B Unit of Pzena Investment Management, LLC (the "Operating Company") is also issued one share of Pzena Investment Management, Inc.'s (the "Issuer") Class B common stock, par value $0.000001 per share, in exchange for the par value thereof. Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by the Issuer to holders of its capital stock, except for the right to receive the par value thereof upon the Issuer's liquidation or dissolution.
F2This transaction involved a charitable gift of securities by the Reporting Person to the Fidelity Investments Charitable Gift Fund.
F3Represents units of the Operating Company that were reclassified as "Class B Units" of the Operating Company on a one-for-one basis in connection with the amendment and restatement of the Operating Company's operating agreement as of October 30, 2007 ("the Amended Pzena LLC Agreement"), among the Issuer, as the Managing Member of the Operating Company and the holder of certain units of the Operating Company, and the holders of such reclassified units of the Operating Company. Pursuant to the Amended Pzena LLC Agreement, each Class B Unit is exchangeable for a share of Class A common stock of the Issuer subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement.