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
| 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
| 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
| 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.
Billionaire Hedge Funds
