SEC Form 4 · accession 0001140361-18-000471
Pzena Investment Management, Inc. · PZN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven M Galbraith
Director
Period of report
Jan 1, 2018
Accepted (ET)
Jan 3, 2018 · 4:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001399249
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Class A common stockF1,F3,F2 | — | Jan 1, 2018 | A | 8,434 | A | — | — | Class A common stock, par value $0.01 | 8,434 | 108,091 | D |
Explanation of responses
- F1Issued in connection with the Reporting Person's 2018 non-employee director annual retainer in the amount of $85,000, and $5,000 annual retainer for service as Chairman of the Compensation Committee, both of which are payable at the director's option, either 100% in cash, 100% in shares of the Issuer's Class A common stock, or 50% payable in cash and 50% in shares of the Issuer's Class A common stock. All shares of the Issuer's Class A common stock were valued at the closing price on December 29, 2017.
- F2Each share of Phantom Class A common stock ("Phantom Stock") is the economic equivalent on one share of the Issuer's Class A common stock ("Common Stock"). The shares of Phantom Stock become payable in a single distribution of shares of Common Stock, at such time as elected by the Reporting Person at the time such deferral was made pursuant to Section 3.4 of the Pzena Investment Management, Inc. Non-Employee Director Deferred Compensation Plan (previously filed as Exhibit 10.1 to the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2009).
- F3Includes an aggregate of 3,673 shares of Phantom Stock issued in-kind as dividend payment in 2017.