SEC Form 5 · accession 0001140361-16-051928
Pzena Investment Management, Inc. · PZN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael D Peterson
Officer — Executive Vice President
Period of report
Dec 31, 2015
Accepted (ET)
Feb 12, 2016 · 9:48 am 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 $0.000001F1,F6 | Jun 12, 2015 | G | 165,000 | $0.00 | D | 2,099,004 | I | By Pzena Investment Management, LP |
| Class A common stock, par value $0.01F4 | Jul 27, 2015 | J | 70,000 | $0.00 | A | 420,000 | I | By trust |
| Class B common stock, par value $0.000001F1,F4,F5 | Jul 27, 2015 | J | 70,000 | $0.00 | D | 0 | I | By trust |
| Class A Common Stock, par value $0.01 | holding | — | — | — | 70,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF2,F6 | — | Jun 12, 2015 | G | 165,000 | D | — | — | Class A common stock, par value $0.01 | 165,000 | 2,099,004 | I |
| Class B UnitsF2,F4 | — | Jul 27, 2015 | J | 70,000 | D | — | — | Class A common stock, par value $0.01 | 70,000 | 0 | 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.
- F3This transaction involved a charitable gift of securities by the Reporting Person to the Fidelity Investments Charitable Gift Fund.
- F4On July 27, 2015 (the "Exchange Date"), the The Michael D. Peterson 2009 Grantor Retained Annuity Trust and the Sarah M. Peterson 2009 Grantor Retained Annuity Trust each exchanged 35, 000 Class B units of Pzena LLC for an equivalent number of the Issuer's Class A common stock.
- F5Each Class B unit of Pzena LLC is paired with a share of the Issuer's Class B common stock. Whenever a Class B unit is exchanged for a share of Class A common stock, a share of Class B common stock is forfeited.
- F6On January 1, 2016, pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as of the same date, the Reporting Person became a limited partner of PIM LP and contributed to PIM LP his holdings of (i) Class B Units of the Operating Company and (ii) Class B Shares of the Issuer in order to receive a corresponding number of limited partnership interests in PIM LP. Pursuant to the LPA, whenever a Class B Unit is issued to the Reporting Person, the Reporting Person will be deemed to immediately and automatically contribute such Unit and related Class B Share, to PIM LP and PIM LP will concurrently issue to him a corresponding limited partnership interest. Pursuant to the LPA, each limited partnership interest in PIM LP will be cancelled upon redemption by the Reporting Person for Class B Units and related Class B Shares subject to the terms of the LPA. The Issuer is the general partner of PIM LP.