4//SEC Filing
Pzena Richard Stanton 4
Accession 0000929638-22-001648
CIK 0001399249other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 6:34 PM ET
Size
16.8 KB
Accession
0000929638-22-001648
Insider Transaction Report
Form 4
Pzena Richard Stanton
DirectorChairman, CEO and Co-CIO
Transactions
- Disposition from Tender
Class B Common Stock, par value $0.000001
2022-10-31−42,399→ 0 total(indirect: By Spouse) - Disposition from Tender
Class B Common Stock, par value $0.000001
2022-10-31−7,193,186→ 0 total(indirect: By Trust) - Disposition from Tender
Class A Common Stock, par value $0.01
2022-10-31$9.60/sh−106$1,018→ 0 total - Disposition from Tender
Class B Common Stock, par value $0.000001
2022-10-31−17,547,719→ 0 total(indirect: Pzena Investment Management, LP) - Disposition from Tender
Class A Common Stock, par value $0.01
2022-10-31$9.60/sh−4,100$39,360→ 0 total(indirect: By Spouse)
Holdings
- 17,547,719(indirect: Pzena Investment Management, LP)
Class B Units
→ None (17,547,719 underlying) - 42,399(indirect: By Spouse)
Class B Units
→ None (42,399 underlying) - 7,193,186(indirect: By Trust)
Class B Units
→ None (7,193,186 underlying)
Footnotes (4)
- [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 was 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.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeother
Related Parties
1- filerCIK 0001408706
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 6:34 PM ET
- Size
- 16.8 KB