4//SEC Filing
Fire Evan K. 4
Accession 0001567619-20-011727
CIK 0001399249other
Filed
Jun 3, 8:00 PM ET
Accepted
Jun 4, 5:14 PM ET
Size
10.0 KB
Accession
0001567619-20-011727
Insider Transaction Report
Form 4
Fire Evan K.
Chief Info. & Ops Officer
Transactions
- Award
Class B common stock, par value $0.000001
2020-05-31+1,064→ 11,212 total(indirect: Pzena Investment Management, LP) - Award
Delayed Exchange Class B Units
2020-05-31$2.82/sh+1,064$3,000→ 11,212 total(indirect: By Pzena Investment Management, LP)→ Class A common stock, par value $0.01 (1,064 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]On May 31, 2020, the Reporting Person acquired 1,064 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 issuance 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 and Restated Operating Agreement of Pzena Investment Management, LLC amended and restated as of December 30, 2019) until seven years after the issuance 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 4,026 Delayed Exchange Class B Units and 7,186 Class B Units
- [F4]Pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as December 30, 2019, the Reporting Person, a limited partner of PIM LP has contributed to PIM LP his holdings of (i) Class B Units and Class B-1 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 or Class B-1 Unit is issued to the Reporting Person, the Reporting Person will be deemed to immediately and automatically contribute such Class B Unit and related Class B Share or such Class B-1 Unit, 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 or Class B-1 Units, as applicable subject to the terms.
Documents
Issuer
Pzena Investment Management, Inc.
CIK 0001399249
Entity typeother
Related Parties
1- filerCIK 0001789231
Filing Metadata
- Form type
- 4
- Filed
- Jun 3, 8:00 PM ET
- Accepted
- Jun 4, 5:14 PM ET
- Size
- 10.0 KB