4//SEC Filing
Doran Jessica R 4
Accession 0001140361-18-000469
CIK 0001399249other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 4:36 PM ET
Size
7.4 KB
Accession
0001140361-18-000469
Insider Transaction Report
Form 4
Doran Jessica R
Chief Financial Officer
Transactions
- Award
Class B Units Options
2018-01-01+100,000→ 103,000 totalFrom: 2023-01-01Exp: 2028-01-01→ Class B Units (100,000 underlying)
Footnotes (3)
- [F1]On Jan. 1, 2018, Pzena Investment Management, LLC (the "Operating Company") granted the Reporting Person the right to acquire, beginning on Jan. 1, 2023, Delayed Exchange Class B Units of the Operating Company for $7.04 per unit until Jan. 1, 2028, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer when the Operating Company issues a Class B Unit to a new or existing member of the Operating Company, the Issuer will concurrently issue one share of its Class B Shares to the holder of such Class B Unit in exchange for the par value thereof.
- [F2]Delayed Exchange Class B units will be issued upon exercise of the option and will have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members 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 restructuring 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.
- [F3]This number includes (i) 3,000 options to acquire Class B units, which are exchangeable for shares of Class A common stock of the Issuer subject to the timing and volume limitations set forth in the amendment and restatement of the Operating Company's operating agreement as of October 30, 2007 (as amended from time to time, the "Amended Pzena LLC Agreement") and (ii) 100,000 options, which are not exercisable until January 1, 2023, to acquire Delayed Exchange Class B units, which will not eligible for exchange pursuant to the Exchange Rights of Class B Members 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 and will not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeother
Related Parties
1- filerCIK 0001677958
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 4:36 PM ET
- Size
- 7.4 KB