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