4//SEC Filing
Goetz John Paul 4
Accession 0000929638-22-001645
CIK 0001399249other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 6:33 PM ET
Size
10.3 KB
Accession
0000929638-22-001645
Insider Transaction Report
Form 4
Goetz John Paul
DirectorPresident & Co-CIO
Transactions
- Disposition from Tender
Class B Common Stock, par value $0.000001
2022-10-31−5,209,084→ 0 total
Holdings
- 19,386
Phantom Class B Units
→ Class B Units (19,386 underlying) - 5,209,084
Class B Units
→ None (5,209,084 underlying) - 708,970(indirect: By Trust)
Class B Units
→ None (708,970 underlying)
Footnotes (5)
- [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]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.
- [F3]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.
- [F4]Originally issued in connection with the Reporting Person's mandatory deferral of his 2017 and 2018 Restricted Amount pursuant to Section 5 of the Bonus Plan. The balance of the Reporting Person's mandatory deferral of his 2018 Restricted Amount is 19,386 Phantom Delayed Exchange Class B units.
- [F5]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 0001410088
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 6:33 PM ET
- Size
- 10.3 KB