4//SEC Filing
DeSpirito Antonio 4
Accession 0001140361-13-013679
CIK 0001399249other
Filed
Mar 21, 8:00 PM ET
Accepted
Mar 22, 7:39 AM ET
Size
10.3 KB
Accession
0001140361-13-013679
Insider Transaction Report
Form 4
DeSpirito Antonio
Executive Vice President
Transactions
- Other
Class A common stock, par value $0.01
2013-03-20+115,290→ 600,737 total - Other
Class B common stock, par value $0.000001
2013-03-20−115,290→ 653,316 total - Other
Class B Units
2013-03-20−115,290→ 653,316 total→ Class A common stock, par value $0.01 (115,290 underlying)
Footnotes (4)
- [F1]On February 17, 2009, the Securities and Exchange Commission (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 exchange of an equivalent number of Class B units of its operating company, Pzena Investment Management, LLC ("Pzena LLC").
- [F2]On March 20, 2013 (the "Exchange Date"), the Reporting Person exchanged 115,290 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]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 0001511905
Filing Metadata
- Form type
- 4
- Filed
- Mar 21, 8:00 PM ET
- Accepted
- Mar 22, 7:39 AM ET
- Size
- 10.3 KB