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

Role
Chief Financial Officer
Signature
/s/ Joan F. Berger, as attorney-in-fact for Jessica R. Doran
Stock symbol
PZN
Transactions as of
Oct 31, 2022
Transactions value $
$0
Form type
4
Date filed
11/2/2022, 06:32 PM
Previous filing
Jan 4, 2022

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 -10K -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 10K Oct 31, 2022 None 10K Pzena Investment Management, LP F2, F3, F4
holding PZN Class B-1 Units 301K Oct 31, 2022 None 301K Pzena Investment Management, LP F2, F3, F4
holding PZN Delayed Exchange Class B Unit Options 100K Oct 31, 2022 Class B Units 100K $7.04 Direct F3, F4
holding PZN Delayed Exchange Class B Unit Options 157K Oct 31, 2022 Class B Units 157K $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.