SEC Form 4/A · accession 0001567619-19-006192
Pzena Investment Management, Inc. · PZN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Richard Stanton Pzena
Officer — Chairman, CEO and Co-CIO · Director
Period of report
Jan 1, 2019
Accepted (ET)
Mar 5, 2019 · 5:46 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,F2,F4,F5 | Jan 1, 2019 | A | 322,837 | $0.00 | A | 17,947,719 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Delayed Exchange Class B UnitsF3,F2,F4,F5 | — | Jan 1, 2019 | A | 322,837 | A | — | — | Class A common stock, par value $0.01 | 322,837 | 17,947,719 | 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.
- F2The sole purpose of this amendment is to correct the number of Delayed Exchange Class B units granted to the Reporting Person as of the date of the original filing of the Form 4. Due to a clerical error, the number of Delayed Exchange Class B units acquired by the Reporting Person was incorrectly listed in the original Form 4 filing. The correct number should be 322,837 instead of 322,827.
- F3These 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.
- F4This number includes 1,020,098 of Delayed Exchange Class B Units and 16,927,621 Class B Units.
- F5On 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.