SEC Form 4 · accession 0001140361-18-020842
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
Apr 30, 2018
Accepted (ET)
May 1, 2018 · 4:22 pm EDT
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,F2,F3,F4 | Apr 30, 2018 | A | 289,654 | — | A | 17,624,882 | I | Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1 | holding | — | — | — | 6,258,600 | I | By trust | |
| Class B common stock, par value $0.000001F1 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Delayed Exchange Class B UnitsF2,F3,F4 | — | Apr 30, 2018 | A | 289,654 | A | — | — | Class A common stock, par value $0.01 | 289,654 | 17,624,882 | I |
| Class B UnitsF5 | — | holding | — | — | — | — | — | Class A common stock, par value $0.01 | 6,258,600 | 6,258,600 | I |
| Class B UnitsF5 | — | 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.
- F2On April 30, 2018, the Reporting Person acquired 289,654 Delayed Exchange Class B Units of the Operating Company and an equivalent number of shares of Class B common stock, par value $0.000001 per share. These Class B units vest immediately upon the date of issuance 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 issuance 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.
- F3This number includes 697,261 of Delayed Exchange Class B Units and 16,927,621 Class B Units.
- 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.
- 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 (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.