SEC Form 5 · accession 0001140361-18-000468

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 31, 2017

Accepted (ET)

Jan 3, 2018 · 4:32 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,F4	Sep 26, 2017	G	200,000	$0.00	D	17,635,228	I	Pzena Investment Management, LP
Class B common stock, par value $0.000001^F1,F4	Dec 22, 2017	G	300,000	$0.00	D	17,335,228	I	Pzena Investment Management, LP
Class B common stock, par value $0.000001^F1	holding	—	—		—	6,258,600	I	By trust
Class B common stock, par value $0.000001^F1	holding	—	—		—	42,399	I	By spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Units^F3,F4	—	Sep 26, 2017	G	200,000	D	—	—	Class A common stock, par value $0.01	200,000	17,635,228	I
Class B Units^F3,F5,F4	—	Dec 22, 2017	G	300,000	D	—	—	Class A common stock, par value $0.01	300,000	17,335,228	I
Class B Units^F3	—	holding	—	—	—	—	—	Class A common stock, par value $0.01	6,258,600	6,258,600	I
Class B Units^F3	—	holding	—	—	—	—	—	Class A common stock, par value $0.01	42,399	42,399	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.
F3Represents 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 (as amended from time to time, 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.
F4On 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.
F5This number includes 407,607 of Delayed Exchange Class B Units and 16,927,621 Class B Units.