0000929638-22-001645.txt : 20221102 0000929638-22-001645.hdr.sgml : 20221102 20221102183350 ACCESSION NUMBER: 0000929638-22-001645 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: Goetz John Paul CENTRAL INDEX KEY: 0001410088 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33761 FILM NUMBER: 221355578 MAIL ADDRESS: STREET 1: C/O PZENA INVESTMENT MANAGEMENT LLC STREET 2: 120 WEST 45TH STREET, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 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 0001410088 Goetz John Paul C/O PZENA INVESTMENT MANAGEMENT LLC 320 PARK AVENUE, 8TH FLOOR NEW YORK NY 10022 true true President and Co-CIO Class B Common Stock, par value $0.000001 2022-10-31 4 U 0 5209084 0 D 0 D Class B Units None 5209084 5209084 D Class B Units None 708970 708970 I By Trust Phantom Class B Units Class B Units 19386 19386 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. 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. Originally issued in connection with the Reporting Person's mandatory deferral of his 2017 and 2018 Restricted Amount pursuant to Section 5 of the Bonus Plan. The balance of the Reporting Person's mandatory deferral of his 2018 Restricted Amount is 19,386 Phantom Delayed Exchange Class B units. These Phantom Class B units vest, and become Delayed Exchange Class B Units of the Operating Company, in four equal annual installments and are subject to the terms and conditions set forth in the Bonus Plan. /s/ Joan F. Berger as attorney-in-fact for John Paul Goetz 2022-11-02