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Filing Details

Accession Number:: 0001567619-22-007770
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-31 16:48:49
Reporting Period:: 2022-03-29

Accepted Time:: 2022-03-31 16:48:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1399249	Pzena Investment Management Inc.	PZN	Investment Advice (6282)	208999751

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1408706	Stanton Richard Pzena	C/O Pzena Investment Management, Inc. 320 Park Avenue, 8Th Floor New York NY 10022	Chairman, Ceo And Co-Cio	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock, Par Value $0.000001	Disposition	2022-03-29	779,586	$5.45	17,547,719	No	4	S	Indirect	Pzena Investment Management, LP
Class B Common Stock, Par Value $0.000001	Acquisiton	2022-03-29	779,586	$5.45	7,193,186	No	4	P	Indirect	By trusts

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Pzena Investment Management, LP
No	4	P	Indirect	By trusts

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.01	Delayed Exchange Class B Units	Disposition	2022-03-29	779,586	$5.45	779,586	$0.00
Class A Common Stock, Par Value $0.01	Delayed Exchange Class B Units	Acquisiton	2022-03-29	779,586	$5.45	779,586	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
17,547,719			No	4	S	Indirect
7,193,186			No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Common Stock, Par Value $0.000001	42,399	Indirect	By spouse

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock, Par Value $0.01	Class B Units	$0.00			42,399	42,399	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	42,399	42,399	Indirect

Footnotes

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.
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.
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.
This number includes 1,020,098 of Delayed Exchange Class B Units and 16,527,621 Class B Units.
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.
This number includes 934,586 of Delayed Exchange Class B Units and 6,258,600 Class B units.
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.