4//SEC Filing
Pzena Richard Stanton 4
Accession 0001567619-22-007770
CIK 0001399249other
Filed
Mar 30, 8:00 PM ET
Accepted
Mar 31, 4:48 PM ET
Size
17.2 KB
Accession
0001567619-22-007770
Insider Transaction Report
Form 4
Pzena Richard Stanton
DirectorChairman, CEO and Co-CIO
Transactions
- Purchase
Delayed Exchange Class B Units
2022-03-29$5.45/sh+779,586$4,248,744→ 7,193,186 total(indirect: By Trust)→ Class A common stock, par value $0.01 (779,586 underlying) - Purchase
Class B common stock, par value $0.000001
2022-03-29$5.45/sh+779,586$4,248,744→ 7,193,186 total(indirect: By Trust) - Sale
Class B common stock, par value $0.000001
2022-03-29$5.45/sh−779,586$4,248,744→ 17,547,719 total(indirect: Pzena Investment Management, LP) - Sale
Delayed Exchange Class B Units
2022-03-29$5.45/sh−779,586$4,248,744→ 17,547,719 total(indirect: Pzena Investment Management, LP)→ Class A common stock, par value $0.01 (779,586 underlying)
Holdings
- 42,399(indirect: By Spouse)
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 (7)
- [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]This transaction involved a sale of securities by the Reporting Person to the Richard S. Pzena 2016 Irrevocable Trust. The Richard S. Pzena 2016 Irrevocable Trust paid consideration in the form of a note.
- [F3]These Delayed Exchange Class B units 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 from after their original 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). As such, (i) 239,596 units will not be exchangeable until January 1, 2027, (ii) 121,084 units will not be exchangeable until January 1, 2028 and (iii) 418,906 units will not be exchangeable until January 1, 2029. These Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement.
- [F4]This number includes 1,020,098 of Delayed Exchange Class B Units and 16,527,621 Class B Units.
- [F5]Pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as of December 30, 2019, 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.
- [F6]This number includes 934,586 of Delayed Exchange Class B Units and 6,258,600 Class B units.
- [F7]Represents units of the Operating Company classified as "Class B Units" under the Operating Company's Amended and Restated Operating Agreement dated as of December 30, 2019 (the "Amended Pzena LLC Agreement"), among the Issuer, as the Managing Member 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
- Mar 30, 8:00 PM ET
- Accepted
- Mar 31, 4:48 PM ET
- Size
- 17.2 KB