Chenyu Caroline Cai - Jun 3, 2021 Form 4 Insider Report for Pzena Investment Management, Inc. (PZN)

Role: Executive Vice President
Signature: /s/ Joan F. Berger, as attorney-in-fact for Chenyu Caroline Cai
Stock symbol: PZN
Transactions as of: Jun 3, 2021
Transactions value $: -$90,947
Form type: 4
Date filed: 6/4/2021, 04:19 PM
Next filing: Nov 15, 2021

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	Options Exercise		+5.5K	+0.65%		846K	Jun 3, 2021	Pzena Investment Management, LP	F1, F2, F3
transaction	PZN	Class B common stock, par value $0.000001	Tax liability	-$45.5K	-3.78K	-0.45%	$12.03	842K	Jun 3, 2021	Pzena Investment Management, LP	F1, F3
transaction	PZN	Class B common stock, par value $0.000001	Gift	$0	-10K	-1.19%	$0.00	832K	Jun 3, 2021	Pzena Investment Management, LP	F1, F3, F4

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	Class B Unit Option	Options Exercise		-5.5K	-49.48%		5.62K	Jun 3, 2021	Class B Units	5.5K	$4.77	Pzena Investment Management, LP	F2, F3
transaction	PZN	Class B Unit	Options Exercise		+5.5K	+0.65%		846K	Jun 3, 2021	Class A common stock, par value $0.01	5.5K		Pzena Investment Management, LP	F3, F4, F5
transaction	PZN	Class B Unit	Tax liability	-$45.5K	-3.78K	-0.45%	$12.03	842K	Jun 3, 2021	Class A common stock, par value $0.01	3.78K		Pzena Investment Management, LP	F3, F5
transaction	PZN	Class B Unit	Gift	$0	-10K	-1.19%	$0.00	832K	Jun 3, 2021	Class A common stock, par value $0.01	10K		Pzena Investment Management, LP	F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	Each holder of a Class B Unit of Pzena Investment Management, LLC (the "Operating Company") is also issued one share of Pzena Investment Management, Inc.'s (the "Issuer") Class B common stock, par value $0.000001 per share, in exchange for the par value thereof. Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by the Issuer to holders of its capital stock, except for the right to receive the par value thereof upon the Issuer's liquidation or dissolution.
F2	On December 21, 2011, the Operating Company granted the Reporting Person the right to acquire Class B Units of the Operating Company for $4.77 per unit until December 21, 2021, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of Pzena Investment Management, Inc., when the Operating Company issues a Class B Unit to a new or existing member of the Operating Company, the Issuer will concurrently issue one share of its Class B Shares to the holder of such Class B Unit in exchange for the par value thereof.
F3	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.
F4	This transaction involved a charitable gift of securities by the Reporting Person to the Fidelity Investments Charitable Gift Fund.
F5	Represents units of the Operating Company classified as "Class B Units" under the Operating Company's Amended and Restated Operating Agreement dated as of December 30, 2019 (the "Amended Pzena LLC Agreement"), among the Issuer, as the Managing Member of the Operating Company and the holders of such reclassified units of the Operating Company. Pursuant to the Amended Pzena LLC Agreement, each Class B Unit is exchangeable for a share of Class A common stock of the Issuer subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement.