Evan K. Fire - Apr 29, 2022 Form 4 Insider Report for Pzena Investment Management, Inc. (PZN)

Role: Chief Operating Officer
Signature: Joan F. Berger, as attorney-in-fact for Evan K Fire
Stock symbol: PZN
Transactions as of: Apr 29, 2022
Transactions value $: $9,996
Form type: 4
Date filed: 5/3/2022, 05:07 PM
Previous filing: Jan 4, 2022
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	Award	$5K	+1.22K	+7.93%	$4.09	16.6K	Apr 29, 2022	Pzena Investment Management, LP	F1, F2, 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	Delayed Exchange Class B Units	Award	$5K	+1.22K	+7.93%	$4.09	16.6K	Apr 29, 2022	Class A common stock, par value $0.01	1.22K		Pzena Investment Management, LP	F2, 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 April 29, 2022, the Reporting Person acquired 1,222 Delayed Exchange Class B Units of the Operating Company and an equivalent number of shares of Class B common stock, par value $0.000001 per share. These Class B units vest immediately upon the date of issuance 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 issuance 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.
F3	This number includes 9,448 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.
F4	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.
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.