SEC Form 4 · accession 0001567619-19-000386
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
John Paul Goetz
Officer — President & Co-CIO · Director
Period of report
Dec 19, 2018
Accepted (ET)
Jan 3, 2019 · 5:56 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,F3 | Dec 19, 2018 | G | 100,000 | $0.00 | D | 4,711,170 | I | Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1,F4,F3 | Dec 31, 2018 | A | 51,363 | $0.00 | A | 4,762,533 | I | Pzena Investment Management, LP |
| Class B common stock, par value $0.000001F1,F12,F5,F3 | Jan 1, 2019 | A | 83,752 | $0.00 | A | 4,846,285 | I | Pzena Investment Management, LP |
| Class B common stock, par value $0.000001 | holding | — | — | — | 708,970 | 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 UnitsF6,F2 | — | Dec 19, 2018 | G | 100,000 | D | — | — | Class A common stock, par value $0.01 | 100,000 | 4,711,170 | I |
| Class B UnitsF6,F4,F7 | — | Dec 31, 2018 | A | 51,363 | A | — | — | Class A common stock, par value $0.01 | 51,363 | 4,762,533 | I |
| Phantom Class B UnitsF8,F9,F4 | — | Dec 31, 2018 | D | 51,363 | D | — | — | Class B Units | 51,363 | 132,915 | D |
| Phantom Class B UnitsF9,F10,F11 | — | Dec 31, 2018 | A | 60,301 | A | — | — | Class B Units | 60,301 | 193,216 | D |
| Delayed Exchange Class B UnitsF12,F5,F3 | — | Jan 1, 2019 | A | 83,752 | A | — | — | Class A common stock, par value $0.01 | 83,752 | 4,846,285 | I |
| Class B UnitsF6 | — | holding | — | — | — | — | — | Class A common stock, par value $0.01 | 708,970 | 708,970 | 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.
- F10Issued in connection with the Reporting Person's mandatory deferral of his 2018 Restricted Amount pursuant to Section 5 of the Bonus Plan.
- F11This number includes Class B units issued in connection with the Reporting Person's mandatory deferral of his 2016, 2017 and 2018 Restricted Amount pursuant to Section 5 of the Pzena Investment Management, LLC Amended and Restated Bonus, as amended (the "Bonus Plan").
- F12On January 1, 2019, the Reporting Person was granted 83,752 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.
- F2This transaction involved a charitable gift of securities by the Reporting Person to the Fidelity Investments Charitable Gift Fund.
- F3On 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.
- F4Relating 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: 21,174 Delayed Exchange Class B Units associated with the Reporting Person's 2016 deferred compensation and 30,189 Delayed Exchange Class B Units associated with the Reporting Person's 2017 deferred compensation.
- F5This number includes 553,500 of Delayed Exchange Class B Units and 4,292,785 Class B Units.
- F6Represents 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
- F7These 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.
- F8Originally issued in connection with the Reporting Person's mandatory deferral of his 2016 and 2017 Restricted Amount pursuant to Section 5 of the Bonus Plan. On December 31, 2018, the following vested: 21,174 Delayed Exchange Class B Units associated with the Reporting Person's 2016 deferred compensation and 30,189 Delayed Exchange Class B Units associated with the Reporting Person's 2017 deferred compensation. The balance of the Reporting Person's mandatory deferral of his 2016 and 2017 Restricted Amount is 132,915 Phantom Delayed Exchange Class B units.
- F9These Phantom Class B units vest, and become Delayed Exchange Class B Units of the Operating Company, in four equal annual installments and are 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.