SEC Form 4 · accession 0001140361-17-000457
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 20, 2016
Accepted (ET)
Jan 4, 2017 · 5:03 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 $0.000001F1,F9 | Apr 21, 2016 | G | 115,000 | $0.00 | D | 1,984,004 | I | By Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1,F3,F9 | Dec 20, 2016 | A | 269,058 | — | A | 2,073,690 | I | By Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1,F4,F9 | Dec 20, 2016 | F | 46,066 | — | A | 2,027,624 | I | By Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1,F6,F9 | Dec 31, 2016 | A | 22,868 | — | A | 2,050,492 | I | By Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1,F7,F9 | Jan 1, 2017 | A | 58,834 | — | A | 2,109,326 | I | By Pzena Investment Management, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF5,F9 | — | Apr 21, 2016 | G | 115,000 | D | — | — | Class A common stock, par value $0.01 | 115,000 | 1,984,004 | I |
| Class B UnitsF5,F3,F9 | — | Dec 20, 2016 | A | 269,058 | A | — | — | Class A common stock, par value $0.01 | 269,058 | 2,073,690 | I |
| Class B UnitsF5,F4,F9 | — | Dec 20, 2016 | F | 46,066 | A | — | — | Class A common stock, par value $0.01 | 46,066 | 2,027,624 | I |
| Class B UnitsF5,F6,F9 | — | Dec 31, 2016 | A | 22,868 | A | — | — | Class A common stock, par value $0.01 | 22,868 | 2,050,492 | I |
| Delayed Exchange Class B UnitsF7,F5,F8,F9 | — | Jan 1, 2017 | A | 58,834 | A | — | — | Class A common stock, par value $0.01 | 58,834 | 2,109,326 | I |
| Class B UnitsF5,F8,F9 | — | holding | — | — | — | — | — | Class A common stock, par value $0.01 | 2,109,326 | 2,109,326 | 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.
- F2This transaction involved a charitable gift of securities by the Reporting Person to the Fidelity Investments Charitable Gift Fund.
- F3As previously reported, the Reporting Person was granted 779,221 Phantom Class B Units of the Operating Company on Dec. 20, 2012 and 117,647 Phantom Class B Units on Dec. 19, 2013 (collectively, the "Phantom B Units"), which vest ratably over a ten-year period beginning on the first anniversary of the date of grant and remain subject to certain forfeiture provisions. This Form 4 reports the vesting and disposition of a total of 269,058 of the Phantom B Units as follows (i) 11,764 on each of Dec. 19, 2014, Dec. 19, 2015 and Dec. 19, 2016 and (ii) 77,922 on each of Dec. 20, 2014, Dec. 20, 2015 and Dec. 20, 2016. Upon the vesting of these Phantom B Units, the Reporting Person received a corresponding number of Class B Units of the Operating Company ("Class B Units") and Class B common stock of the Issuer. Each Class B Unit is exchangeable for a share of Class A common stock of the Issuer pursuant to the amended and restated operating agreement of the Operating Company.
- F4The Reporting Person delivered to the Operating Company (i) 6,042 Class B Units in connection with the payment of the tax liability incurred upon the vesting of 11,764 Phantom Class B Units on December 19, 2016; and (ii) 40,024 Class B Units in connection with the payment of the tax liability incurred upon the vesting of 77,922 Phantom Class B Units on December 20, 2016.
- F5Represents 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.
- F6Acquired in connection with the vesting of the Reporting Person's mandatory deferral of his Restricted Amount pursuant to Section 5 of the Pzena Investment Management, LLC Amended and Restated Bonus Plan, as further amended (the "Bonus Plan"), as follows: 17,128 Class B Units associated with the Reporting Person's 2012 deferred compensation; and 5,740 Class B Units associated with the Reporting Person's 2013 deferred compensation
- F7On January 1, 2017, the Reporting Person was granted 58,834 Delayed Exchange Class B Units of the Operating Company and an equivalent number of share 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.
- F8This number includes 211,510 of Delayed Exchange Class B Units and 1,897,816 Class B Units.
- F9On 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 common stock 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 common stock, 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 common stock subject to the terms of the LPA. The Issuer is the general partner of PIM LP.