SEC Form 4 · accession 0001140361-15-045417

Pzena Investment Management, Inc. · PZN

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

Reporting owner

Richard Stanton Pzena

Officer — Chairman, CEO and Co-CIO · Director

Period of report

Dec 18, 2015

Accepted (ET)

Dec 22, 2015 · 9:10 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 $0.000001^F1,F3	Dec 18, 2015	A	255,111	—	A	18,082,732	D
Class A Common Stock, par value $0.01	holding	—	—		—	106	D
Class B Common Stock, par value $0.000001^F1	holding	—	—		—	42,399	I	By spouse
Class A Common Stock, par value $0.01	holding	—	—		—	4,100	I	By spouse
Class B Common Stock, par value $0.000001^F1	holding	—	—		—	6,258,600	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
Delayed Exchange Class B Units^F3,F4	—	Dec 18, 2015	A	255,111	A	—	—	Class A Common Stock, par value $0.01	255,111	18,082,732	D
Class B Units^F2,F4	—	holding	—	—	—	—	—	Class A Common Stock, par value $0.01	18,082,732	18,082,732	D
Class B Units^F2	—	holding	—	—	—	—	—	Class A Common Stock, par value $0.01	42,399	42,399	I
Class B Units^F2	—	holding	—	—	—	—	—	Class A Common Stock, par value $0.01	6,258,600	6,258,600	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.
F2Represents 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.
F3On December 18, 2015, the Reporting Person was granted 255,111 Delayed Exchange Class B Units of the Operating Company and an equivalent number of shares of Class B Common Stock, par value $0.000001 per share. These Class B units vest immediately upon the date of grant and have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members (Exhibit B to the Amended Pzena LLC Agreement) until seven years after the grant date, at which time they will be 100% exchangeable for shares of the Issuer's Class A common stock (subject to the timing set forth in the Exchange Rights Agreement). These Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement.
F4This number includes 255,111 of Delayed Exchange Class B Units and 17,827,621 Class B Units.