SEC Form 5 · accession 0001140361-15-000096
Pzena Investment Management, Inc. · PZN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Louis Lipsey
Officer — Pres, Marketing/Client Srvc
Period of report
Dec 31, 2014
Accepted (ET)
Jan 2, 2015 · 4:15 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 $0.000001F1 | Feb 14, 2014 | G | 75,000 | $0.00 | D | 3,791,490 | D | |
| Class B common stock, par value $0.000001F1 | Dec 22, 2014 | G | 50,000 | $0.00 | D | 3,791,490 | D | |
| Class B common stock, par value $0.000001F1 | holding | — | — | — | 1,271,420 | I | Held by Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF3 | — | Feb 14, 2014 | G | 75,000 | D | — | — | Class A common stock, par value $0.01 | 75,000 | 3,791,490 | D |
| Class B UnitsF3 | — | Dec 22, 2014 | G | 50,000 | D | — | — | Class A common stock, par value $0.01 | 50,000 | 3,791,490 | D |
| Class B UnitsF3 | — | holding | — | — | — | — | — | Class A common stock, par value $0.01 | 1,271,420 | 1,271,420 | I |
Explanation of responses
- 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.