4//SEC Filing
Pzena Investment Management, Inc. 4
Accession 0001140361-15-000095
CIK 0001399249operating
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 4:13 PM ET
Size
12.2 KB
Accession
0001140361-15-000095
Insider Transaction Report
Form 4
Peterson Michael D
Executive Vice President
Transactions
- Award
Class B Units
2014-12-31+49,244→ 2,054,463 total→ Class A common stock, par value $0.01 (49,244 underlying) - Award
Class B common stock, par value $0.000001
2014-12-31+49,244→ 2,054,463 total
Holdings
- 70,000
Class A common stock, par value $0.01
- 70,000(indirect: By Trust)
Class B Units
→ Class A common stock, par value $0.01 (70,000 underlying) - 350,000(indirect: By Trust)
Class A common stock, par value $0.01
- 70,000(indirect: By Trust)
Class B common stock, par value $0.000001
Footnotes (3)
- [F1]Each holder of a Class B Unit of Pzena Investment Management, LLC (the "Operating Company") is also issued one share of Pzena Investment Management, Inc.'s (the "Issuer") Class B common stock, par value $0.000001 per share, in exchange for the par value thereof. Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by the Issuer to holders of its capital stock, except for the right to receive the par value thereof upon the Issuer's liquidation or dissolution.
- [F2]Acquired in connection with the vesting of the Reporting Person's mandatory deferral of his Restricted Amount pursuant to Section 5 of the Pzena Investment Management, LLC Amended and Restated Bonus Plan, as further amended (the "Bonus Plan"), as follows: 11,907 Class B Units associated with the Reporting Person's 2010 deferred compensation; 20,207 Class B Units associated with the Reporting Person's 2011 deferred compensation; and 17,130 Class B Units associated with the Reporting Person's 2012 deferred compensation.
- [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. 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 typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001399249
Filing Metadata
- Form type
- 4
- Filed
- Jan 1, 7:00 PM ET
- Accepted
- Jan 2, 4:13 PM ET
- Size
- 12.2 KB