| 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 | $32,352 | -3,370 | -100% | $9.60 | 0 | 31 Oct 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 | -16,634 | -100% | $0.000000* | 0 | 31 Oct 2022 | Pzena Investment Management, LP | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | PZN | Class B Units | 16,634 | 31 Oct 2022 | None | 16,634 | Pzena Investment Management, LP | F2, F3, F4 | ||||||
| holding | PZN | Class B-1 Units | 446,114 | 31 Oct 2022 | None | 446,114 | Pzena Investment Management, LP | F2, F3, F4 | ||||||
| holding | PZN | Phantom Class B Units | 4,588 | 31 Oct 2022 | Class B Units | 4,588 | Direct | F3, F4, F5, F6 | ||||||
| holding | PZN | Delayed Exchange Class B Unit Options | 150,000 | 31 Oct 2022 | Class B Units | 150,000 | $7.11 | Direct | F3, F4 | |||||
| holding | PZN | Delayed Exchange Class B Unit Options | 100,000 | 31 Oct 2022 | Class B Units | 100,000 | $7.04 | Direct | F3, F4 | |||||
| holding | PZN | Delayed Exchange Class B Unit Options | 78,740 | 31 Oct 2022 | Class B Units | 78,740 | $5.97 | Direct | F3, F4 |
Evan K. Fire is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 is 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 | Originally issued in connection with the Reporting Person's mandatory deferral of his 2019 and 2020 Restricted Amount pursuant to Section 5 of the Bonus Plan. The balance of the Reporting Person's mandatory deferral of his 2019 and 2020 Restricted Amount is 4,588 Phantom Delayed Exchange Class B units. |
| F6 | 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. |