Chenyu Caroline Cai - Oct 31, 2022 Form 4 Insider Report for Pzena Investment Management, Inc. (PZN)

Role
Executive Vice President, Director
Signature
/s/ Joan F. Berger as attorney-in-fact for Chenyu Caroline Cai
Stock symbol
PZN
Transactions as of
Oct 31, 2022
Transactions value $
-$1,714,541
Form type
4
Date filed
11/2/2022, 06:31 PM
Previous filing
Jan 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PZN Class A Common Stock, par value $0.01 Disposition pursuant to a tender of shares in a change of control transaction -$1.71M -179K -100% $9.60 0 Oct 31, 2022 Direct
transaction PZN Class B Common Stock, par value $0.000001 Disposition pursuant to a tender of shares in a change of control transaction $0 -940K -100% $0.00* 0 Oct 31, 2022 Pzena Investment Management, LP F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding PZN Class B Units 940K Oct 31, 2022 None 940K Pzena Investment Management, LP F2, F3, F4
holding PZN Class B-1 Units 1.43M Oct 31, 2022 None 1.43M Pzena Investment Management, LP F2, F3, F4
holding PZN Class B Options 200K Oct 31, 2022 Class B Units 200K $13.89 Direct F3, F4
holding PZN Delayed Exchange Class B Unit Options 300K Oct 31, 2022 Class B Units 300K $7.11 Direct F3, F4
holding PZN Delayed Exchange Class B Unit Options 50K Oct 31, 2022 Class B Units 50K $7.04 Direct F3, F4
holding PZN Delayed Exchange Class B Unit Options 78.7K Oct 31, 2022 Class B Units 78.7K $5.97 Direct F3, F4
holding PZN Phantom Class B Units 51.9K Oct 31, 2022 Class B Units 51.9K Direct F3, F4, F5
holding PZN Phantom Class B Units 11.8K Oct 31, 2022 Class B Units 11.8K Direct F3, F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Chenyu Caroline Cai is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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 was the general partner of PIM LP.
F3 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.
F4 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.
F5 On December 20, 2012, the Reporting Person was granted 519,481 Phantom Class B Units of the Operating Company. Issued pursuant to the Operating Company's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. As of November 1, 2022, 467,532 Phantom Class B units have vested, and 51,949 Phantom Class B units remain unvested.
F6 On December 19, 2013, the Reporting Person was granted 58,823 Phantom Class B Units of the Operating Company. Issued pursuant to the Operating Company's 2006 Plan. Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. As of November 1, 2022, 47,056 Phantom Class B units have vested, and 11,767 Phantom Class B units remain unvested.