4//SEC Filing
Pzena Investment Management, Inc. 4
Accession 0001140361-15-045420
CIK 0001399249operating
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 9:14 PM ET
Size
11.8 KB
Accession
0001140361-15-045420
Insider Transaction Report
Form 4
Peterson Michael D
Executive Vice President
Transactions
- Award
Class B Common Stock, par value $0.000001
2015-12-18+76,775→ 2,055,924 total - Award
Delayed Exchange Class B Units
2015-12-18+76,775→ 2,055,924 totalFrom: 2015-12-18→ Class A Common Stock, par value $0.01 (76,775 underlying)
Holdings
- 70,000
Class A Common Stock, par value $0.01
- 420,000(indirect: By Trust)
Class A Common Stock, par value $0.01
- 2,055,924
Class B Units
→ Class A Common Stock, par value $0.01 (2,055,924 underlying)
Footnotes (4)
- [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]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.
- [F3]On December 18, 2015, the Reporting Person was granted 76,775 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.
- [F4]This number includes 152,676 of Delayed Exchange Class B Units and 1,903,248 Class B Units.
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, 9:14 PM ET
- Size
- 11.8 KB