X0306 4 2014-07-31 0 0001399249 Pzena Investment Management, Inc. PZN 0001457335 Peterson Michael D PZENA INVESTMENT MANAGEMENT, INC. 120 WEST 45TH STREET, 20TH FLOOR NEW YORK NY 10036 0 1 0 0 Executive Vice President Class A common stock, par value $0.01 2014-07-31 4 J 0 350000 A 350000 I By trusts Class A common stock, par value $0.01 120000 D Class B common stock, par value $0.000001 2014-07-31 4 J 0 350000 D 70000 I By trusts Class B common stock, par value $0.000001 1916392 D Class B Units 2014-07-31 4 J 0 350000 D Class A common stock, par value $0.01 350000 70000 I By trusts Class B Units Class A common stock, par value $0.01 1916392 1916392 D Pursuant to to the Amended and Restated Operating Agreement of Pzena Investment Management, LLC (the "Operating Agreement"), among the Issuer as the Managing Member of Pzena Investment Management, LLC ("Pzena LLC") and the holder of certain units of Pzena LLC, and the holders of Class B units of Pzena LLC, Pzena LLC established July 31, 2014 as an Exchange Date (the "Exchange Date") on which holders of Class B units may exchange such units for Class A common stock, subject to the timing and volume limitations set forth in the Operating Agreement. On the Exchange Date, The Michael D. Peterson 2009 Grantor Retained Annuity Trust and The Sarah M. Peterson 2009 Grantor Retained Annuity Trust each exchanged 175,000 Class B units of Pzena LLC for an equivalent number of the Issuer's Class A common stock. Each Class B unit of Pzena LLC is paired with a share of the Issuer's Class B common stock. Whenever a Class B unit is exchanged for a share of Class A common stock, a share of Class B common stock is forfeited. /s/ Joan F. Berger, as attorney-in-fact for Michael D. Peterson 2014-08-01