5//SEC Filing
Pzena Investment Management, Inc. 5
Accession 0001140361-16-051928
CIK 0001399249operating
Filed
Feb 11, 7:00 PM ET
Accepted
Feb 12, 9:48 AM ET
Size
17.4 KB
Accession
0001140361-16-051928
Insider Transaction Report
Form 5
Peterson Michael D
Executive Vice President
Transactions
- Gift
Class B common stock, par value $0.000001
2015-06-12−165,000→ 2,099,004 total(indirect: By Pzena Investment Management, LP) - Other
Class A common stock, par value $0.01
2015-07-27+70,000→ 420,000 total(indirect: By Trust) - Other
Class B common stock, par value $0.000001
2015-07-27−70,000→ 0 total(indirect: By Trust) - Gift
Class B Units
2015-06-12−165,000→ 2,099,004 total(indirect: By Pzena Investment Management, LP)→ Class A common stock, par value $0.01 (165,000 underlying) - Other
Class B Units
2015-07-27−70,000→ 0 total(indirect: By Trust)→ Class A common stock, par value $0.01 (70,000 underlying)
Holdings
- 70,000
Class A Common Stock, par value $0.01
Footnotes (6)
- [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]This transaction involved a charitable gift of securities by the Reporting Person to the Fidelity Investments Charitable Gift Fund.
- [F4]On July 27, 2015 (the "Exchange Date"), the The Michael D. Peterson 2009 Grantor Retained Annuity Trust and the Sarah M. Peterson 2009 Grantor Retained Annuity Trust each exchanged 35, 000 Class B units of Pzena LLC for an equivalent number of the Issuer's Class A common stock.
- [F5]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.
- [F6]On January 1, 2016, pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as of the same date, the Reporting Person became a limited partner of PIM LP and contributed to PIM LP his holdings of (i) Class B Units of the Operating Company and (ii) Class B Shares of the Issuer in order to receive a corresponding number of limited partnership interests in PIM LP. Pursuant to the LPA, whenever a Class B Unit is issued to the Reporting Person, the Reporting Person will be deemed to immediately and automatically contribute such Unit and related Class B Share, to PIM LP and PIM LP will concurrently issue to him a corresponding limited partnership interest. Pursuant to the LPA, each limited partnership interest in PIM LP will be cancelled upon redemption by the Reporting Person for Class B Units and related Class B Shares subject to the terms of the LPA. The Issuer is the general partner of PIM LP.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001399249
Filing Metadata
- Form type
- 5
- Filed
- Feb 11, 7:00 PM ET
- Accepted
- Feb 12, 9:48 AM ET
- Size
- 17.4 KB