| 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 | +1.79K | +14.92% | 13.8K | Dec 31, 2021 | Pzena Investment Management, LP | F1, F2, F3 | ||
| transaction | PZN | Class B common stock, par value $0.000001 | Award | +1.62K | +11.77% | 15.4K | Jan 1, 2022 | Pzena Investment Management, LP | F1, F3, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PZN | Delayed Exchange Class B Units | Options Exercise | +1.79K | +14.92% | 13.8K | Dec 31, 2021 | Class A common stock, par value $0.01 | 1.79K | Pzena Investment Management, LP | F2, F3, F6, F7 | |||
| transaction | PZN | Phantom Class B Units | Options Exercise | -1.79K | -28.07% | 4.59K | Dec 31, 2021 | Class B Units | 1.79K | Direct | F2, F8, F9 | |||
| transaction | PZN | Delayed Exchange Class B Units | Award | +1.62K | +11.77% | 15.4K | Jan 1, 2022 | Class A common stock, par value $0.01 | 1.62K | Pzena Investment Management, LP | F3, F4, F5, F6 | |||
| transaction | PZN | Class B-1 Unit | Award | $0 | +77.8K | +21.12% | $0.00 | 446K | Jan 1, 2022 | Class A common stock, par value $0.01 | Pzena Investment Management, LP | F3, F10, F11, F12 |
| 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 mandatory deferral of his Restricted Amount pursuant to Section 5 of the Pzena Investment Management, LLC Amended and Restated Bonus Plan, as further amended (the "Bonus Plan") as follows: 787 associated with the Reporting Person's 2019 deferred compensation and 1,003 associated with the Reporting Person's 2020 deferred compensation. |
| 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 | On January 1, 2022, the Reporting Person was granted 1,623 Delayed Exchange Class B Units of the Operating Company and an equivalent number of share of Class B common stock, par value $0.000001 per share. These 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). These Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement. |
| F5 | This number includes 8,226 of Delayed Exchange Class B Units and 7,186 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, 1,043 of Mr. Fire'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. |
| F6 | 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. |
| F7 | These Delayed Exchange Class B units 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 vesting 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). These Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement. |
| F8 | Originally issued in connection with the Reporting Person's mandatory deferral of his 2019 and 2020 Restricted Amount pursuant to Section 5 of the Bonus Plan. On December 31, 2021, the following vested: 787 Delayed Exchange Class B Units associated with the Reporting Person's 2019 deferred compensation and 1,003 associated with the Reporting Person's 2020 deferred compensation. The balance of the Reporting Person's mandatory deferral of his 2019 and 2020 Restricted Amount is 4,588 Phantom Delayed Exchange Class B units. |
| F9 | These Phantom Class B units vest, and become Delayed Exchange Class B Units of the Operating Company, in four equal annual installments and are subject to the terms and conditions set forth in the Bonus Plan. When these Delayed Exchange Class B units vest they will 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 applicable vesting 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). These Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement. |
| F10 | Holders of Class B-1 Units of 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 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. |
| F11 | 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. |
| F12 | This number includes 77,805 Class B-1 units that will vest on January 1, 2027 and 368,309 vested Class B-1 Units. |