X0303 4 2008-12-31 1 0001399249 Pzena Investment Management, Inc. PZN 0001279149 GREENBLATT JOEL C/O PZENA INVESTMENT MANAGEMENT, INC. 120 WEST 45TH STREET, 20TH FLOOR NEW YORK NY 10036 1 0 0 0 Class B common stock, par value $.000001 2009-01-01 4 J 0 7265291 0 D 0 I By Milestone Associates, LLC Class A common stock, par value $0.01 2008-12-31 4 A 0 16588 0 A 22460 D Class B common stock, par value $0.000001 2009-01-01 4 J 0 165508 0 A 165508 D Class B common stock, par value $0.000001 2009-01-01 4 J 0 82200 0 A 82200 I By children Class B Units 2009-01-01 4 J 0 7265291 D Class A common stock, par value $0.01 7265291 0 I By Milestone Associates, LLC Class B Units 2009-01-01 4 J 0 165508 A Class A common stock, par value $0.01 165508 165508 D Class B Units 2009-01-01 4 J 0 82200 A Class A common stock, par value $0.01 82200 82200 I By children Distribution to various Assignees or members of Milestone Associates, LLC, pursuant to a Distribution Agreement dated as of November 18, 2008, by and among the Assignees listed thereto, Milestone Associates, LLC, Pzena Investment Management, Inc. ("Pzena Inc.") and Pzena Investment Management, LLC. ("Pzena LLC"). Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any such interests , and disclaims beneficial ownership of such interests , except to the extent of his pecuniary interests therein. Represents units of Pzena LLC that were reclassified as "Class B Units" of Pzena LLC on a one-for-one basis in connection with the amendment and restatement of Pzena LLC's operating agreement as of October 30, 2007 ("the Amended Pzena LLC Agreement"), among Pzena Inc., as the Managing Member of Pzena LLC and the holder of certain units of Pzena LLC, and the holders of such reclassified units of Pzena LLC. Pursuant to the Amended Pzena LLC Agreement, each Class B Unit is exchangeable for a share of Class A common stock of Pzena Inc., subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement. Pursuant to the Amended Pzena LLC Agreement, no Class B Units are exchangeable before Pzena Inc. has filed, and the Securities and Exchange Commmission ("SEC") has declared effective, a registration statement on Form S-3 for the resale of shares of Class A common stock that are issuable upon exchange of Class B Units. Pursuant to the Resale and Registration Rights Agreement, dated as of October 30, 2007, among Pzena Inc. and the holders of Class B Units, Pzena Inc. has agreed to use its best efforts to file, and have the SEC declare effective, such a Form S-3 registration statement as soon as practicable after Pzena Inc. becomes eligible to use Form S-3. On and after the effective date of such Form S-3 registration statement (the "First Effective Date"), Pzena Inc. will, pursuant to the Amended Pzena LLC Agreement, establish one or more dates (each, an "Exchange Date") in each 12-month period following the First Effective Date (each, an "Annual Period") on which holders of Class B Units may exchange a number of vested Class B Units that equals a certain percentage of the vested and unvested Class B Units held by them as of the first day of the applicable Annual Period; provided that if Pzena Inc. does not establish at least one Exchange Date in each Annual Period, the Exchange Date for such Annual Period will be the last business day of the Annual Period. Pursuant to the Amended Pzena LLC Agreement, in each Annual Period from the First Effective Date to October 30, 2010, the Assignees referred to herein are entitled to exchange a number of their Class B Units which is equal to 15% of the number of Class B Units held by them as of the first day of each Annual Period occurring therein on the applicable Exchange Dates. On any Exchange Date occurring after October 30, 2010, the Assignees will be entitled to exchange any and all of their Class B Units. /s/ Joan F. Berger, as attorney-in-fact for Joel M. Greenblatt 2009-01-05