0000929638-22-001643.txt : 20221102 0000929638-22-001643.hdr.sgml : 20221102 20221102183249 ACCESSION NUMBER: 0000929638-22-001643 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221031 FILED AS OF DATE: 20221102 DATE AS OF CHANGE: 20221102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Doran Jessica R CENTRAL INDEX KEY: 0001677958 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33761 FILM NUMBER: 221355573 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 8TH FLOOR STREET 2: C/O PZENA INVESTMENT MANAGEMENT, LLC CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pzena Investment Management, Inc. CENTRAL INDEX KEY: 0001399249 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 208999751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-355-1600 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form4.xml X0306 4 2022-10-31 true 0001399249 Pzena Investment Management, Inc. PZN 0001677958 Doran Jessica R C/O PZENA INVESTMENT MANAGEMENT, INC. 320 PARK AVENUE, 8TH FLOOR NEW YORK NY 10022 true Chief Financial Officer Class B Common Stock, par value $0.000001 2022-10-31 4 U 0 9995 0 D 0 I Pzena Investment Management, LP Class B Units None 9995 9995 I Pzena Investment Management, LP Class B-1 Units None 300861 300861 I Pzena Investment Management, LP Delayed Exchange Class B Unit Options 7.04 2023-01-01 2028-01-01 Class B Units 100000 100000 D Delayed Exchange Class B Unit Options 5.97 2024-01-01 2029-01-01 Class B Units 157480 157480 D Pursuant to merger agreement between Pzena Investment Management, Inc. (the "Issuer"), Pzena Investment Management, LLC (the "Operating Company") and Panda Merger Sub, LLC (the "Merger Agreement") the Class B Common Stock was canceled at the effective time of the merger for no consideration. 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. 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 (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 Merger Agreement, the Issuer ceased to exist on October 31, 2022. The securities reported in this row continue to provide ownership in the Operating Company but no longer are derivative securities of the Issuer. /s/ Joan F. Berger, as attorney-in-fact for Jessica R. Doran 2022-11-02