Chenyu Caroline Cai - Nov 12, 2021 Form 4 Insider Report for Pzena Investment Management, Inc. (PZN)

Role: Executive Vice President, Director
Signature: /s/ Joan F. Berger, as attorney-in-fact for Chenyu Caroline Cai
Stock symbol: PZN
Transactions as of: Nov 12, 2021
Transactions value $: -$89,110
Form type: 4
Date filed: 11/15/2021, 04:12 PM
Previous filing: Jun 4, 2021
Next filing: Dec 21, 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		+5.62K	+0.67%		838K	Nov 12, 2021	Pzena Investment Management, LP	F1, F2, F3
transaction	PZN	Class B common stock, par value $0.000001	Tax liability	-$44.6K	-3.93K	-0.47%	$11.34	834K	Nov 12, 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		-5.62K	-100%		0	Nov 12, 2021	Class B Units	5.62K	$4.77	Pzena Investment Management, LP	F2, F3
transaction	PZN	Class B Unit	Options Exercise		+5.62K	+0.67%		838K	Nov 12, 2021	Class A common stock, par value $0.01	5.62K		Pzena Investment Management, LP	F3, F5
transaction	PZN	Class B Unit	Tax liability	-$44.6K	-3.93K	-0.47%	$11.34	834K	Nov 12, 2021	Class A common stock, par value $0.01	3.93K		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 number includes 202,407 of Delayed Exchange Class B Units and 631,195 Class B Units. Delayed Exchange Class B Units vest immediately upon the date of grant and have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members (Exhibit B to the Amended Pzena LLC Agreement) until seven years after the grant date, at which time they will be 100% exchangeable for shares of the Issuer's Class A common stock (subject to the timing set forth in the Exchange Rights Agreement). Delayed Exchange Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement.
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.