4//SEC Filing
Krishna A. Rama 4
Accession 0001140361-09-005995
CIK 0001399249other
Filed
Mar 4, 7:00 PM ET
Accepted
Mar 5, 12:30 PM ET
Size
14.4 KB
Accession
0001140361-09-005995
Insider Transaction Report
Form 4
Krishna A. Rama
President, International
Transactions
- Other
Class A common stock, par value $0.01
2009-03-03+795,587→ 795,587 total - Other
Class B common stock, par value $0.000001
2009-03-03−795,587→ 3,882,828 total - Other
Class B Units
2009-03-03−795,587→ 3,882,828 total→ Class A common stock, par value $0.01 (795,587 underlying)
Holdings
- 0(indirect: By Trust)
Class A common stock, par value $0.01
- 625,500(indirect: By Trust)
Class B common stock, par value $0.000001
- 625,500(indirect: By Trust)
Class B Unit
→ Class A common stock, par value $0.01 (625,500 underlying)
Footnotes (5)
- [F1]On February 17, 2009, the SEC declared effective the Issuer's registration statement on Form S-3, in which the Issuer registered 57,937,910 shares of its Class A common stock, issuable upon the exchange of an equivalent number of Class B units of its operating company, Pzena Investment Management, LLC ("Pzena LLC").
- [F2]On March 3, 2009 (the "Exchange Date"), the Reporting Person exchanged 795,587 Class B units of Pzena LLC for an equivalent number of the Issuer's Class A common stock. At this time, the Reporting Person does not intend to sell any of the subject Class A common stock.
- [F3]Each Class B unit of Pzena LLC is paired with a share of the Issuer's Class B common stock. Whenever a Class B unit is exchanged for a share of Class A common stock, a share of Class B common stock is forfeited.
- [F4]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 is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests.
- [F5]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 the Issuer, 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 the Issuer, subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeother
Related Parties
1- filerCIK 0001410089
Filing Metadata
- Form type
- 4
- Filed
- Mar 4, 7:00 PM ET
- Accepted
- Mar 5, 12:30 PM ET
- Size
- 14.4 KB