4//SEC Filing
GREENBLATT JOEL 4
Accession 0001140361-09-000337
CIK 0001399249other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 4:01 PM ET
Size
21.8 KB
Accession
0001140361-09-000337
Insider Transaction Report
Form 4
GREENBLATT JOEL
Director
Transactions
- Other
Class B common stock, par value $.000001
2009-01-01−7,265,291→ 0 total(indirect: By LLC) - Award
Class A common stock, par value $0.01
2008-12-31+16,588→ 22,460 total - Other
Class B common stock, par value $0.000001
2009-01-01+165,508→ 165,508 total - Other
Class B common stock, par value $0.000001
2009-01-01+82,200→ 82,200 total(indirect: By Children) - Other
Class B Units
2009-01-01+165,508→ 165,508 total→ Class A common stock, par value $0.01 (165,508 underlying) - Other
Class B Units
2009-01-01−7,265,291→ 0 total(indirect: By LLC)→ Class A common stock, par value $0.01 (7,265,291 underlying) - Other
Class B Units
2009-01-01+82,200→ 82,200 total(indirect: By Children)→ Class A common stock, par value $0.01 (82,200 underlying)
Footnotes (6)
- [F1]Distribution to various Assignees or members of Milestone Associates, LLC, pursuant to a Distribution Agreement dated as of November 18, 2008, by and among the Assignees listed thereto, Milestone Associates, LLC, Pzena Investment Management, Inc. ("Pzena Inc.") and Pzena Investment Management, LLC. ("Pzena LLC").
- [F2]Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any such interests , and disclaims beneficial ownership of such interests , except to the extent of his pecuniary interests therein.
- [F3]Represents units of Pzena LLC that were reclassified as "Class B Units" of Pzena LLC on a one-for-one basis in connection with the amendment and restatement of Pzena LLC's operating agreement as of October 30, 2007 ("the Amended Pzena LLC Agreement"), among Pzena Inc., as the Managing Member of Pzena LLC and the holder of certain units of Pzena LLC, and the holders of such reclassified units of Pzena LLC. Pursuant to the Amended Pzena LLC Agreement, each Class B Unit is exchangeable for a share of Class A common stock of Pzena Inc., subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement.
- [F4]Pursuant to the Amended Pzena LLC Agreement, no Class B Units are exchangeable before Pzena Inc. has filed, and the Securities and Exchange Commmission ("SEC") has declared effective, a registration statement on Form S-3 for the resale of shares of Class A common stock that are issuable upon exchange of Class B Units. Pursuant to the Resale and Registration Rights Agreement, dated as of October 30, 2007, among Pzena Inc. and the holders of Class B Units, Pzena Inc. has agreed to use its best efforts to file, and have the SEC declare effective, such a Form S-3 registration statement as soon as practicable after Pzena Inc. becomes eligible to use Form S-3.
- [F5]On and after the effective date of such Form S-3 registration statement (the "First Effective Date"), Pzena Inc. will, pursuant to the Amended Pzena LLC Agreement, establish one or more dates (each, an "Exchange Date") in each 12-month period following the First Effective Date (each, an "Annual Period") on which holders of Class B Units may exchange a number of vested Class B Units that equals a certain percentage of the vested and unvested Class B Units held by them as of the first day of the applicable Annual Period; provided that if Pzena Inc. does not establish at least one Exchange Date in each Annual Period, the Exchange Date for such Annual Period will be the last business day of the Annual Period.
- [F6]Pursuant to the Amended Pzena LLC Agreement, in each Annual Period from the First Effective Date to October 30, 2010, the Assignees referred to herein are entitled to exchange a number of their Class B Units which is equal to 15% of the number of Class B Units held by them as of the first day of each Annual Period occurring therein on the applicable Exchange Dates. On any Exchange Date occurring after October 30, 2010, the Assignees will be entitled to exchange any and all of their Class B Units.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeother
Related Parties
1- filerCIK 0001279149
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 4:01 PM ET
- Size
- 21.8 KB