Joel Greenblatt - Oct 31, 2022 Form 4 Insider Report for Pzena Investment Management, Inc. (PZN)

Role
Director
Signature
/s/ Joan F. Berger as attorney-in-fact for Joel M. Greenblatt
Stock symbol
PZN
Transactions as of
Oct 31, 2022
Transactions value $
-$215,616
Form type
4
Date filed
11/2/2022, 06:33 PM
Previous filing
Jan 4, 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 -$216K -22.5K -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 -166K -100% $0.00* 0 Oct 31, 2022 Direct F1
transaction PZN Class B Common Stock, par value $0.000001 Disposition pursuant to a tender of shares in a change of control transaction $0 -82.2K -100% $0.00* 0 Oct 31, 2022 By children 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
transaction PZN Phantom A Shares Disposition pursuant to a tender of shares in a change of control transaction $0 -187K -100% $0.00* 0 Oct 31, 2022 Right to Receive $9.60 187K $0.00 Direct
holding PZN Class B Units 166K Oct 31, 2022 None 166K Direct F3, F4
holding PZN Class B Units 82.2K Oct 31, 2022 None 82.2K By children F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joel Greenblatt 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 Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interests therein.
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.