4//SEC Filing
Doran Jessica R 4
Accession 0001567619-19-018503
CIK 0001399249other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 5:14 PM ET
Size
16.1 KB
Accession
0001567619-19-018503
Insider Transaction Report
Form 4
Doran Jessica R
Chief Financial Officer
Transactions
- Tax Payment
Class B Units
2019-09-16$9.83/sh−2,594$25,499→ 5,713 total(indirect: Pzena Investment Management, LP)→ Class A common stock, par value $0.01 (2,594 underlying) - Exercise/Conversion
Class B common stock, par value $0.000001
2019-09-16+3,000→ 8,307 total(indirect: Pzena Investment Management, LP) - Tax Payment
Class B common stock, par value $0.000001
2019-09-16$9.83/sh−2,594$25,499→ 5,713 total(indirect: Pzena Investment Management, LP) - Exercise/Conversion
Class B Units Options
2019-09-16−3,000→ 0 totalExercise: $8.00From: 2009-12-21Exp: 2019-12-21→ Class B Units (3,000 underlying) - Exercise/Conversion
Class B Units
2019-09-16+3,000→ 8,307 total(indirect: Pzena Investment Management, LP)→ Class A common stock, par value $0.01 (3,000 underlying)
Footnotes (4)
- [F1]Each holder of a Class B Unit of Pzena Investment Management, LLC (the "Pzena LLC") is also issued one share of Pzena Investment Management, Inc.'s (the "Pzena Inc.") 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 21, 2009, Pzena LLC granted the Reporting Person the right to acquire Class B units of Pzena LLC for $8.00 per unit until December 21, 2019, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of Pzena Inc., when Pzena LLC issues a Class B unit to a new or existing member of Pzena LLC, Pzena Inc. will concurrently issue one share of its Class B common stock to the holder of such Class B unit in exchange for the par value thereof.
- [F3]Represents units of Pzena LLC that were reclassified as "Class B units" of Pzena LLC on a one-for-one basis in connection with the amendment and restatement of Pzena LLC's operating agreement as of October 30, 2007 (the "Amended Pzena LLC Agreement") among Pzena Inc. as the managing member of Pzena LLC and the holder of certain units of Pzena LLC, and the holders of such reclassified units of Pzena LLC. Pursuant to the Amended Pzena LLC Agreement, each Class B unit is exchangeable for a share of Class A common stock of Pzena Inc., subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement.
- [F4]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 common stock 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 common stock, 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 common stock 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 typeother
Related Parties
1- filerCIK 0001677958
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 5:14 PM ET
- Size
- 16.1 KB