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