SEC Form 4 · accession 0001140361-18-000480
Pzena Investment Management, Inc. · PZN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
William Louis Lipsey
Officer — Pres, Marketing/Client Srvc · Director
Period of report
Sep 26, 2017
Accepted (ET)
Jan 3, 2018 · 4:44 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,F7 | Sep 26, 2017 | G | 75,000 | $0.00 | D | 3,979,836 | I | Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1,F7 | Dec 22, 2017 | G | 150,000 | $0.00 | D | 3,829,836 | I | Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1,F5,F4,F7 | Dec 31, 2017 | A | 49,875 | — | A | 3,879,711 | I | Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1 | holding | — | — | — | 1,271,420 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF3,F7,F2 | — | Sep 26, 2017 | G | 75,000 | D | — | — | Class A common stock, par value $0.01 | 75,000 | 3,979,836 | I |
| Class B UnitsF3,F7,F2 | — | Dec 22, 2017 | G | 150,000 | D | — | — | Class A common stock, par value $0.01 | 150,000 | 3,829,836 | I |
| Class B UnitsF3,F5,F6,F4,F7 | — | Dec 31, 2017 | A | 49,875 | A | — | — | Class A common stock, par value $0.01 | 49,875 | 3,879,711 | I |
| Phantom Class B UnitsF8,F9,F5 | — | Dec 31, 2017 | D | 49,875 | D | — | — | Class B Units | 118,859 | 118,859 | D |
| Class B UnitsF3 | — | holding | — | — | — | — | — | Class A common stock, par value $0.01 | 1,271,420 | 1,271,420 | 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.
- F4This number includes 413,221 of Delayed Exchange Class B Units and 3,466,490 Class B Units.
- F5Related to 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: 30,762 Delayed Exchange Class B Units associated with the Reporting Person's 2015 deferred compensation and 19,113 Delayed Exchange Class B Units associated with the Reporting Person's 2016 deferred compensation.
- F6These Delayed Exchange Class B units 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 vesting 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.
- F7On 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.
- F8Originally issued in connection with the Reporting Person's mandatory deferral of his 2015 and 2016 Restricted Amount pursuant to Section 5 of the Bonus Plan. On December 31, 2017, the following vested: 30,762 Delayed Exchange Class B Units associated with the Reporting Person's 2015 deferred compensation and 19,113 Delayed Exchange Class B Units associated with the Reporting Person's 2016 deferred compensation. The balance of the Reporting Person's mandatory deferral of his 2015 and 2016 Restricted Amount is 118,859 Phantom Delayed Exchange Class B units.
- F9These Phantom Class B units will vest, and become Delayed Exchange Class B Units of the Operating Company, in four equal annual installments, beginning on the first anniversary of the mandatory deferral date for which each such Phantom Class B unit relates, subject to the terms and conditions set forth in the Bonus Plan. When these Delayed Exchange Class B units vest they will 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 applicable vesting 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.