| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PZN | Class B-1 Units | Award | $0 | +117K | +63.37% | $0.00 | 301K | Jan 1, 2022 | Class A common stock, par value $0.01 | Pzena Investment Management, LP | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Holders of Class B-1 Units of Pzena Investment Management, LLC (the "Operating Company" are eligible to receive dividends with respect to such Class B-1 Units following the grant of such Class B-1 Units, but such Class B-1 Units are not exchangeable into Class A common stock of Pzena Investment Management, Inc. (the "Issuer") until one or more exchange dates to be determined by the Operating Company, which exchange dates shall be after such Reporting Person's employment with the Operating Company ends. The number of shares of Class A common stock issued in the exchange will be calculated based upon the appreciation in the price of the Class A common stock of the Issuer as of the date of exchange compared to the price of the Class A common stock of the Issuer as of the date of grant as described in the Exchange Rights of Class B-1 Members set forth in Exhibit D to the Amended and Restated LLC Operating Agreement of the Operating Company. |
| F2 | These Class B-1 Units will vest on January 1, 2027. Only vested Class B-1 Units are exchangeable, any Class B-1 Units that are unvested shall be forfeited if such Reporting Person's employment with the Operating Company ends before its applicable vesting date. |
| F3 | This number includes 116,707 Class B-1 Units which will vest on January 1, 2027 and 184,154 vested Class B-1 Units. |
| F4 | Pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as December 30, 2019, the Reporting Person, a limited partner of PIM LP has contributed to PIM LP her holdings of (i) Class B Units and Class B-1 Units of the Operating Company and (ii) Class B Shares of the Issuer in order to receive a corresponding number of limited partnership interests in PIM LP. Pursuant to the LPA, whenever a Class B Unit or Class B-1 Unit is issued to the Reporting Person, the Reporting Person will be deemed to immediately and automatically contribute such Class B Unit and related Class B Share or such Class B-1 Unit, to PIM LP and PIM LP will concurrently issue to her 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 Shares or Class B-1 Units, as applicable subject to the terms. |