William Louis Lipsey - Jun 3, 2021 Form 4 Insider Report for Pzena Investment Management, Inc. (PZN)

Signature
Joan F. Berger, as attorney-in-fact for William Lipsey
Stock symbol
PZN
Transactions as of
Jun 3, 2021
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 03:51 PM
Next filing
Nov 2, 2022

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 Gift $0 -150K -3.32% $0.00 4.36M Jun 3, 2021 Pzena Investment Management, LP F1, F2, F3
transaction PZN Class B common stock, par value $0.000001 Options Exercise +15.1K +0.35% 4.38M Dec 31, 2021 Pzena Investment Management, LP F1, F3, F4
transaction PZN Class B common stock, par value $0.000001 Award +200K +4.57% 4.58M Jan 1, 2022 Pzena Investment Management, LP F1, F3, F5, F6
holding PZN Class B common stock, par value $0.000001 1.27M Jun 3, 2021 By trust F1

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 Units Gift $0 -150K -3.32% $0.00 4.36M Jun 3, 2021 Class A common stock, par value $0.01 150K Pzena Investment Management, LP F2, F3, F7
transaction PZN Delayed Exchange Class B Units Options Exercise +15.1K +0.35% 4.38M Dec 31, 2021 Class A common stock, par value $0.01 15.1K Pzena Investment Management, LP F3, F4, F7, F8
transaction PZN Phantom Class B Units Options Exercise -15.1K -50% 15.1K Dec 31, 2021 Class B Units 15.1K Direct F4, F9, F10
transaction PZN Delayed Exchange Class B Units Award +200K +4.57% 4.58M Jan 1, 2022 Class A common stock, par value $0.01 200K Pzena Investment Management, LP F3, F5, F6, F7
holding PZN Class B Units 1.27M Jun 3, 2021 Class A common stock, par value $0.01 1.27M By trust F7
* 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 This transaction involved a charitable gift of securities by the Reporting Person to the Fidelity Investments Charitable Gift Fund
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 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: 15,075 associated with the Reporting Person's 2018 deferred compensation.
F5 On January 1, 2022, the Reporting Person was granted 200,000 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 Agreemen
F6 This number includes 1,410,024 of Delayed Exchange Class B Units and 3,166,490 Class B Units.
F7 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.
F8 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.
F9 Originally issued in connection with the Reporting Person's mandatory deferral of his 2018 Restricted Amount pursuant to Section 5 of the Bonus Plan. On December 31, 2021, 15,075 Delayed Exchange Class B Units associated with the Reporting Person's 2018 deferred compensation vested. The balance of the Reporting Person's mandatory deferral of his 2018 Restricted Amount is 15,076 Phantom Delayed Exchange Class B units.
F10 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.