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

Role
Director
Signature
/s/ Joan F. Berger as attorney-in-fact for Joel M. Greenblatt
Issuer symbol
N/A
Transactions as of
31 Oct 2022
Net transactions value
-$215,616
Form type
4
Filing time
02 Nov 2022, 18:33:26 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 A Common Stock, par value $0.01 Disposition pursuant to a tender of shares in a change of control transaction $215,616 -22,460 -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 -165,508 -100% $0.000000* 0 31 Oct 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 -82,200 -100% $0.000000* 0 31 Oct 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 -187,178 -100% $0.000000* 0 31 Oct 2022 Right to Receive $9.60 187,178 $0.000000 Direct
holding PZN Class B Units 165,508 31 Oct 2022 None 165,508 Direct F3, F4
holding PZN Class B Units 82,200 31 Oct 2022 None 82,200 By children F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joel M. 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.