| 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 | $0 | +5.88K | +0.71% | $0.00 | 839K | Dec 19, 2021 | Pzena Investment Management, LP | F1, F2, F3 |
| transaction | PZN | Class B common stock, par value $0.000001 | Options Exercise | $0 | +51.9K | +6.19% | $0.00 | 891K | Dec 20, 2021 | Pzena Investment Management, LP | F1, F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PZN | Phantom Class B Units | Options Exercise | $0 | -5.88K | -33.33% | $0.00 | 11.8K | Dec 19, 2021 | Class B Units | 5.88K | Direct | F2, F5, F6 | |
| transaction | PZN | Class B Units | Options Exercise | $0 | +5.88K | +0.71% | $0.00 | 839K | Dec 19, 2021 | Class A common stock, par value $0.01 | 5.88K | Pzena Investment Management, LP | F2, F3, F5, F6 | |
| transaction | PZN | Phantom Class B Units | Options Exercise | $0 | -51.9K | -50% | $0.00 | 51.9K | Dec 20, 2021 | Class B Units | 51.9K | Direct | F2, F5, F7 | |
| transaction | PZN | Class B Units | Options Exercise | $0 | +51.9K | +6.19% | $0.00 | 891K | Dec 20, 2021 | Class A common stock, par value $0.01 | 51.9K | Pzena Investment Management, LP | F2, F3, F4, F5, F7 |
| 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 | Relating to the vesting of the Reporting Person's Phantom Class B Units. |
| 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 689,025 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). Currently, 132,827 of Ms. Cai's Delayed Exchange Class B units have exceeded seven years since the date of their grants and are therefore 100% exchangeable. 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. |
| F6 | On December 19, 2013, the Reporting Person was granted 58,823 Phantom Class B Units of Pzena Investment Management, LLC (the "Operating Company"). Issued pursuant to the Operating Company's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. |
| F7 | On December 20, 2012, the Reporting Person was granted 519,481 Phantom Class B Units of Pzena Investment Management, LLC (the "Operating Company"). Issued pursuant to the Operating Company's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. |