John Paul Goetz - Oct 31, 2022 Form 4 Insider Report for Pzena Investment Management, Inc. (PZN)

Role
President and Co-CIO, Director
Signature
/s/ Joan F. Berger as attorney-in-fact for John Paul Goetz
Stock symbol
PZN
Transactions as of
Oct 31, 2022
Transactions value $
$0
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 B Common Stock, par value $0.000001 Disposition pursuant to a tender of shares in a change of control transaction $0 -5.21M -100% $0.00* 0 Oct 31, 2022 Direct F1

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 5.21M Oct 31, 2022 None 5.21M Direct F2, F3
holding PZN Class B Units 709K Oct 31, 2022 None 709K By Trust F2, F3
holding PZN Phantom Class B Units 19.4K Oct 31, 2022 Class B Units 19.4K Direct F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John Paul Goetz 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 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.
F3 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.
F4 Originally issued in connection with the Reporting Person's mandatory deferral of his 2017 and 2018 Restricted Amount pursuant to Section 5 of the Bonus Plan. The balance of the Reporting Person's mandatory deferral of his 2018 Restricted Amount is 19,386 Phantom Delayed Exchange Class B units.
F5 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.