SEC Form 4 · accession 0001140361-15-000443
Pzena Investment Management, Inc. · PZN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary J Bachman
Officer — Chief Financial Officer
Period of report
Jan 1, 2015
Accepted (ET)
Jan 5, 2015 · 4:44 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 |
|---|---|---|---|---|---|---|---|---|
| Restricted Class B common stock, par value $0.000001F1,F2,F3 | Jan 1, 2015 | A | 10,570 | $9.46 | A | 10,570 | D | |
| Class A common stock, par value $0.01 | holding | — | — | — | 44,484 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Class B UnitsF4,F2,F3 | — | Jan 1, 2015 | A | 10,570 | A | — | — | Class A common stock, par value $0.01 | 10,570 | 10,570 | D |
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.
- F2Granted in connection with the Reporting Person's Class B membership in the Operating Company, effective January 1, 2015. The Class B Units, and related Class B common stock, vest ratably over a four year period, beginning on the first anniversary of the date of grant.
- F3Based on the closing price of the Issuer's Class A common stock on December 31, 2014.
- F4Represents 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.