4//SEC Filing
Pzena Richard Stanton 4
Accession 0001567619-20-000411
CIK 0001399249other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 6:08 PM ET
Size
15.1 KB
Accession
0001567619-20-000411
Insider Transaction Report
Form 4
Pzena Richard Stanton
DirectorChairman, CEO and Co-CIO
Transactions
- Award
Class B common stock, par value $0.000001
2020-01-01+239,596→ 18,187,315 total(indirect: By Pzena Investment Management, LP) - Award
Delayed Exchange Class B Units
2020-01-01+239,596→ 18,187,315 total(indirect: By Pzena Investment Management, LP)→ Class A common stock, par value $0.01 (239,596 underlying)
Holdings
- 42,399(indirect: By Spouse)
Class B common stock, par value $0.000001
- 6,258,600(indirect: By Trust)
Class B Units
→ Class A common stock, par value $0.01 (6,258,600 underlying) - 6,258,600(indirect: By Trust)
Class B common stock, par value $0.000001
- 42,399(indirect: By Spouse)
Class B Units
→ Class A common stock, par value $0.01 (42,399 underlying)
Footnotes (5)
- [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 January 1, 2020, the Reporting Person was granted 239,596 Delayed Exchange Class B Units of the Operating Company and an equivalent number of share 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.
- [F3]This number includes 1,259,694 of Delayed Exchange Class B Units and 16,927,621 Class B Units.
- [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.
- [F5]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 (as amended from time to time, 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.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeother
Related Parties
1- filerCIK 0001408706
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 6:08 PM ET
- Size
- 15.1 KB