SEC Form 3 · accession 0001567619-19-004640
Pzena Investment Management, Inc. · PZN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chenyu Caroline Cai
Officer — Executive Vice President
Period of report
Feb 8, 2019
Accepted (ET)
Feb 15, 2019 · 4:21 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 A Common stock, par value $0.01 | holding | — | — | — | 216,308 | D | ||
| Class B common stock, par value $0.000001F1,F2,F3 | holding | — | — | — | 714,327 | I | Pzena Investment Management, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF4,F3,F2 | — | holding | — | — | — | — | — | Class A common stock, par value $0.01 | 714,327 | — | I |
| Class A common stock OptionF5,F6 | $8.00 | holding | — | — | — | — | Dec 21, 2019 | Class A common stock, par value $0.01 | 235,000 | — | D |
| Class B Unit OptionF7,F4 | $7.58 | holding | — | — | — | Dec 20, 2012 | Dec 20, 2020 | Class B Units | 5,617 | — | D |
| Class B Unit OptionF8,F4 | $4.77 | holding | — | — | — | Dec 21, 2013 | Dec 21, 2021 | Class B Units | 11,115 | — | D |
| Phantom Class B UnitsF9,F4 | — | holding | — | — | — | — | — | Class B Units | 207,793 | — | D |
| Phantom Class B UnitsF10,F4 | — | holding | — | — | — | — | — | Class B Units | 29,413 | — | D |
| Class B Unit OptionF11,F4 | $13.89 | holding | — | — | — | Jan 1, 2022 | Jan 1, 2027 | Class B Units | 200,000 | — | D |
| Delayed Exchange Class B Unit OptionF12,F4 | $7.11 | holding | — | — | — | Jan 1, 2022 | Jan 1, 2027 | Class B Units | 300,000 | — | D |
| Delayed Exchange Class B Unit OptionF13,F4 | $7.04 | holding | — | — | — | Jan 18, 2018 | Jan 1, 2028 | Class B Units | 50,000 | — | D |
| Delayed Exchange Class B Unit OptionF14,F4 | $5.97 | holding | — | — | — | Jan 1, 2019 | Jan 1, 2029 | Class B Units | 78,740 | — | D |
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.
- F10On December 19, 2013, the Reporting Person was granted 58,823 Phantom Class B Units of Pzena Investment Management, LLC (the "Operating Company"). Issued pursuant to the Operating Company's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. As of December 20, 2018, 29,410 Phantom Class B units have vested, and 29,413 Phantom Class B units remain unvested.
- F11On January 1, 2017, the Operating Company granted the Reporting Person the right to acquire Class B Units of the Operating Company for $13.89 per unit until January 1, 2027, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of Pzena Investment Management, Inc., when the Operating Company issues a Class B Unit to a new or existing member of the Operating Company, the Issuer will concurrently issue one share of its Class B Shares to the holder of such Class B Unit in exchange for the par value thereof.
- F12On January 1, 2017, the Operating Company granted the Reporting Person the right to acquire Delayed Exchange Class B Units of the Operating Company for $7.11 per unit until January 1, 2027, subject to earlier expiration upon the occurrence of certain events. These Delayed Exchange Class B units will vest immediately upon the date of acquisition and they will have the right to receive dividend payments, however, they will not be 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.
- F13On January 1, 2018, the Operating Company granted the Reporting Person the right to acquire Delayed Exchange Class B Units of the Operating Company for $7.04 per unit until January 1, 2028, subject to earlier expiration upon the occurrence of certain events. These Delayed Exchange Class B units will vest immediately upon the date of acquisition and they will have the right to receive dividend payments, however, they will not be 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.
- F14On January 1, 2019, the Operating Company granted the Reporting Person the right to acquire Delayed Exchange Class B Units of the Operating Company for $5.97 per unit until January 1, 2029, subject to earlier expiration upon the occurrence of certain events. These Delayed Exchange Class B units will vest immediately upon the date of acquisition and they will have the right to receive dividend payments, however, they will not be 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
- F2This number includes 164,194 of Delayed Exchange Class B Units and 550,133 Class B Units.
- F33. On 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 her holdings of (i) Class B Units of the Operating Company and (ii) Class B Shares 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 Share, to PIM LP and PIM LP will concurrently issue to her 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 Shares subject to the terms of the LPA. The Issuer is the general partner of PIM LP.
- F4Represents 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 ("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.
- F5On December 21, 2009, the Operating Company granted the Reporting Person the right to acquire Class A Shares of the Operating Company for $8.00 per unit until December 21, 2019, subject to earlier expiration upon the occurrence of certain events.
- F6The option for the first 78,333 shares became exercisable on December 21, 2009, the following 78,333 shares became exercisable on December 21, 2010 and the remaining 78,334 shares became exercisable on December 21, 2011.
- F7On December 20, 2010, the Operating Company granted the Reporting Person the right to acquire Class B Units of the Operating Company for $7.58 per unit until December 20, 2020, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of Pzena Investment Management, Inc., when the Operating Company issues a Class B Unit to a new or existing member of the Operating Company, the Issuer will concurrently issue one share of its Class B Shares to the holder of such Class B Unit in exchange for the par value thereof.
- F8On December 21, 2011, the Operating Company granted the Reporting Person the right to acquire Class B Units of the Operating Company for $4.77 per unit until December 21, 2021, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of Pzena Investment Management, Inc., when the Operating Company issues a Class B Unit to a new or existing member of the Operating Company, the Issuer will concurrently issue one share of its Class B Shares to the holder of such Class B Unit in exchange for the par value thereof.
- F9On December 20, 2012, the Reporting Person was granted 519,481 Phantom Class B Units of Pzena Investment Management, LLC (the "Operating Company"). Issued pursuant to the Operating Company's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. As of December 20, 2018, 311,688 Phantom Class B units have vested, and 207,793 Phantom Class B units remain unvested.