4//SEC Filing
Pzena Investment Management, Inc. 4
Accession 0001140361-09-018365
CIK 0001399249operating
Filed
Aug 9, 8:00 PM ET
Accepted
Aug 10, 9:11 AM ET
Size
17.7 KB
Accession
0001140361-09-018365
Insider Transaction Report
Form 4
Krishna A. Rama
President, International
Transactions
- Tax Payment
Class B common stock, par value $0.000001
2009-08-06$6.93/sh−121,789$843,998→ 3,961,039 total - Exercise/Conversion
Class B Units
2009-08-06+200,000→ 4,082,828 total→ Class A common stock, par value $0.01 (200,000 underlying) - Tax Payment
Class B Units
2009-08-06−121,789→ 3,961,039 total→ Class A common stock, par value $0.01 (121,789 underlying) - Exercise/Conversion
Class B common stock, par value $0.000001
2009-08-06$4.22/sh+200,000$844,000→ 4,082,828 total - Exercise/Conversion
Right to acquire Class B Units
2009-08-06−200,000→ 0 totalExercise: $4.22From: 2008-12-31Exp: 2018-12-31→ Class B Units (200,000 underlying)
Holdings
- 625,500(indirect: By Trust)
Class B common stock, par value $0.000001
- 795,587
Class A common stock, par value $0.01
- 625,500(indirect: By Trust)
Class B Units
→ Class A common stock, par value $0.01 (625,500 underlying)
Footnotes (3)
- [F1]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 interest in such interests.
- [F2]On December 31, 2008, the Compensation Committee of Pzena Investment Management, Inc. (?Pzena Inc.?), granted the Reporting Person the right to acquire Class B Units of Pzena Investment Management, LLC (?Pzena LLC?) for $4.22 per unit until December 31, 2018, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of Pzena Inc., when Pzena LLC issues a Class B Unit to a new or existing member of Pzena LLC, Pzena Inc. will concurrently issue one share of its Class B common stock to the holder of such Class B Unit in exchange for the par value thereof.
- [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.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001399249
Filing Metadata
- Form type
- 4
- Filed
- Aug 9, 8:00 PM ET
- Accepted
- Aug 10, 9:11 AM ET
- Size
- 17.7 KB