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

Role: Chairman, CEO and Co-CIO, Director
Signature: /s/Joan F. Berger as attorney-in-fact for Richard Stanton Pzena
Stock symbol: PZN
Transactions as of: Oct 31, 2022
Transactions value $: -$40,378
Form type: 4
Date filed: 11/2/2022, 06:34 PM
Previous filing: Mar 31, 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	-$1.02K	-106	-100%	$9.60	0	Oct 31, 2022	Direct
transaction	PZN	Class A Common Stock, par value $0.01	Disposition pursuant to a tender of shares in a change of control transaction	-$39.4K	-4.1K	-100%	$9.60	0	Oct 31, 2022	By Spouse
transaction	PZN	Class B Common Stock, par value $0.000001	Disposition pursuant to a tender of shares in a change of control transaction	$0	-17.5M	-100%	$0.00^*	0	Oct 31, 2022	Pzena Investment Management, LP	F1, F2
transaction	PZN	Class B Common Stock, par value $0.000001	Disposition pursuant to a tender of shares in a change of control transaction	$0	-42.4K	-100%	$0.00^*	0	Oct 31, 2022	By Spouse	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	-7.19M	-100%	$0.00^*	0	Oct 31, 2022	By Trust	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						17.5M	Oct 31, 2022	None	17.5M		Pzena Investment Management, LP	F2, F3, F4
holding	PZN	Class B Units						42.4K	Oct 31, 2022	None	42.4K		By Spouse	F3, F4
holding	PZN	Class B Units						7.19M	Oct 31, 2022	None	7.19M		By Trust	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Richard Stanton Pzena 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 was 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.