4//SEC Filing
Pzena Investment Management, Inc. 4
Accession 0001140361-15-045416
CIK 0001399249operating
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 9:08 PM ET
Size
8.8 KB
Accession
0001140361-15-045416
Insider Transaction Report
Form 4
Bachman Gary J
Chief Financial Officer
Transactions
- Award
Class B Common Stock, par value $0.000001
2015-12-18+8,637→ 8,637 total - Award
Delayed Exchange Class B Units
2015-12-18+8,637→ 8,637 total→ Class A Common Stock, par value $0.01 (8,637 underlying)
Holdings
- 44,484
Class A Common Stock, par value $0.01
Footnotes (2)
- [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]On December 18, 2015, the Reporting Person was granted 8,637 Delayed Exchange Class B Units of the Operating Company and an equivalent number of shares of Class B Common Stock, par value $0.000001 per share. These Class B units vest immediately upon the date of grant and have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members (Exhibit B to the Amended Pzena LLC Agreement) until seven years after the grant date, at which time they will be 100% exchangeable for shares of the Issuer's Class A common stock (subject to the timing set forth in the Exchange Rights Agreement). These Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001399249
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 9:08 PM ET
- Size
- 8.8 KB