SEC Form 4 · accession 0001140361-15-000448

Pzena Investment Management, Inc. · PZN

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

Reporting owner

Director

Period of report

Jan 1, 2015

Accepted (ET)

Jan 5, 2015 · 4:45 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 A common stock, par value $0.01	holding	—	—		—	71,048	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Class A common stock^F1,F3,F2	—	Jan 1, 2015	A	8,456	A	—	—	Class A common stock, par value $0.01	8,456	71,048	D

F1Issued in connection with the Reporting Person's 2015 non-employee director annual retainer in the amount of $70,000, and $10,000 2015 annual retainer for service as Chairman of the Audit Committee, both of which are payable at the director's option, either 100% in cash, 100% in shares of the Issuer's Class A common stock, or 50% payable in cash and 50% in shares of the Issuer's Class A common stock. All shares of the Issuer's Class A common stock were valued at the closing price on December 31, 2014.
F2Each share of Phantom Class A common stock ("Phantom Stock") is the economic equivalent of one share of the Issuer's Class A common stock ("Common Stock"). The shares of Phantom Stock become payable in a single distribution of shares of Common Stock, at such time as elected by the Reporting Person at the time such deferral was made pursuant to Section 3.4 of the Pzena Investment Management, Inc. Non-Employee Director Deferred Compensation Plan (previously filed as Exhibit 10.1 to the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2009).
F3Includes an aggregate of 1,869 shares of Phantom Stock issued in-kind as dividend payments.