Jessica R. Doran - 31 Oct 2022 Form 4 Insider Report for Pzena Investment Management, Inc.

Role
Chief Financial Officer
Signature
/s/ Joan F. Berger, as attorney-in-fact for Jessica R. Doran
Issuer symbol
N/A
Transactions as of
31 Oct 2022
Net transactions value
$0
Form type
4
Filing time
02 Nov 2022, 18:32:49 UTC
Previous filing
04 Jan 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PZN Class B Common Stock, par value $0.000001 Disposition pursuant to a tender of shares in a change of control transaction $0 -9,995 -100% $0.000000* 0 31 Oct 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 9,995 31 Oct 2022 None 9,995 Pzena Investment Management, LP F2, F3, F4
holding PZN Class B-1 Units 300,861 31 Oct 2022 None 300,861 Pzena Investment Management, LP F2, 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 157,480 31 Oct 2022 Class B Units 157,480 $5.97 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jessica R. Doran 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 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.