SEC Form 4 · accession 0001140361-15-011335

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

Mar 9, 2015

Accepted (ET)

Mar 11, 2015 · 4:09 pm EDT

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	Mar 9, 2015	M	200,000	—	A	18,027,621	D
Class A common stock, par value $0.01	holding	—	—		—	106	D
Class A common stock, par value $0.01	holding	—	—		—	4,100	I	By spouse
Class B common stock, par value $0.000001	holding	—	—		—	6,258,600	I	By trusts
Class B common stock, par value $0.000001	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 Unit Options^F1	$4.22	Mar 9, 2015	M	200,000	D	Dec 31, 2008	Dec 31, 2018	Class B Units	200,000	0	D
Class B Units^F2,F1	—	Mar 9, 2015	M	200,000	A	—	—	Class A common stock, par value $0.01	200,000	18,027,621	D
Class B Units^F2	—	holding	—	—	—	—	—	Class A common stock, par value $0.01	6,258,600	6,258,600	I
Class B Units^F2	—	holding	—	—	—	—	—	Class A common stock, par value $0.01	42,399	42,399	I

F1On December 31, 2008, Pzena Investment Management, LLC ("Pzena LLC") granted the Reporting Person the right to acquire Class B units of Pzena LLC for $4.22 per unit until December 31, 2018, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of Pzena Investment Management, Inc. ("Pzena Inc.), when Pzena LLC issues a Class B unit to a new or existing member of Pzena LLC, Pzena Inc. will concurrently issue one share of its Class B common stock to the holder of such Class B unit in exchange for the par value thereof.
F2Represents units of Pzena LLC that were reclassified as "Class B units" of Pzena LLC on a one-for-one basis in connection with the amendment and restatement of Pzena LLC's operating agreement as of October 30, 2007 (the "Amended Pzena LLC Agreement") among Pzena Inc. as the managing member of Pzena LLC and the holder of certain units of Pzena LLC, and the holders of such reclassified units of Pzena LLC. Pursuant to the Amended Pzena LLC Agreement, each Class B unit is exchangeable for a share of Class A common stock of Pzena Inc., subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement.