4//SEC Filing
Fire Evan K. 4
Accession 0000929638-22-001642
CIK 0001399249other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 6:32 PM ET
Size
16.7 KB
Accession
0000929638-22-001642
Insider Transaction Report
Form 4
Fire Evan K.
Chief Info. & Ops Officer
Transactions
- Disposition from Tender
Class B Common Stock, par value $0.000001
2022-10-31−16,634→ 0 total(indirect: Pzena Investment Management, LP) - Disposition from Tender
Class A Common Stock, par value $0.01
2022-10-31$9.60/sh−3,370$32,352→ 0 total
Holdings
- 16,634(indirect: Pzena Investment Management, LP)
Class B Units
→ None (16,634 underlying) - 150,000
Delayed Exchange Class B Unit Options
Exercise: $7.11From: 2022-01-01Exp: 2027-01-01→ Class B Units (150,000 underlying) - 4,588
Phantom Class B Units
→ Class B Units (4,588 underlying) - 446,114(indirect: Pzena Investment Management, LP)
Class B-1 Units
→ None (446,114 underlying) - 100,000
Delayed Exchange Class B Unit Options
Exercise: $7.04From: 2023-01-01Exp: 2028-01-01→ Class B Units (100,000 underlying) - 78,740
Delayed Exchange Class B Unit Options
Exercise: $5.97From: 2024-01-01Exp: 2029-01-01→ Class B Units (78,740 underlying)
Footnotes (6)
- [F1]Pursuant to merger agreement between Pzena Investment Management, Inc. (the "Issuer"), Pzena Investment Management, LLC (the "Operating Company") and Panda Merger Sub, LLC (the "Merger Agreement") the Class B Common Stock was canceled at the effective time of the merger for no consideration.
- [F2]Pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as of December 30, 2019, 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.
- [F3]Represents 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.
- [F4]Pursuant to the Merger Agreement, the Issuer ceased to exist on October 31, 2022. The securities reported in this row continue to provide ownership in the Operating Company but no longer are derivative securities of the Issuer.
- [F5]Originally issued in connection with the Reporting Person's mandatory deferral of his 2019 and 2020 Restricted Amount pursuant to Section 5 of the Bonus Plan. The balance of the Reporting Person's mandatory deferral of his 2019 and 2020 Restricted Amount is 4,588 Phantom Delayed Exchange Class B units.
- [F6]These 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.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeother
Related Parties
1- filerCIK 0001789231
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 6:32 PM ET
- Size
- 16.7 KB