SEC Form 4 · accession 0001140361-15-011336
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
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 4:11 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 $0.000001F1 | Mar 9, 2015 | M | 200,000 | — | A | 3,991,490 | D | |
| Class B common stock, par value $0.000001 | holding | — | — | — | 1,271,420 | I | 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 Unit OptionsF1 | $4.22 | Mar 9, 2015 | M | 200,000 | D | Dec 31, 2008 | Dec 31, 2018 | Class B Units | 200,000 | 0 | D |
| Class B UnitsF1,F2 | — | Mar 9, 2015 | M | 200,000 | A | — | — | Class A common stock, par value $0.01 | 200,000 | 3,991,490 | D |
| Class B UnitsF2 | — | holding | — | — | — | — | — | Class A common stock, par value $0.01 | 1,271,420 | 1,271,420 | I |
Explanation of responses
- 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.