X0306 4 2016-12-13 0 0001399249 Pzena Investment Management, Inc. PZN 0001410088 Goetz John Paul C/O PZENA INVESTMENT MANAGEMENT, INC. 320 PARK AVENUE, 8TH FLOOR NEW YORK NY 10022 0 1 0 0 President & Co-CIO Class B common stock, par value $0.000001 2016-04-21 5 G 0 100000 0 D 4692785 I Pzena Investment Management, LP Class B common stock, par value $0.000001 2016-12-06 5 G 0 100000 0 D 4592785 I Pzena Investment Management, LP Class B common stock, par value $0.000001 2016-12-13 4 M 0 200000 A 4792785 I Pzena Investment Management, LP Class B common stock, par value $0.000001 708970 I By trust Class B Units 2016-04-21 5 G 0 100000 0 D Class A common stock, par value $0.01 100000 4692785 I Pzena Investment Management, LP Class B Units 2016-12-06 5 G 0 100000 0 D Class A common stock, par value $0.01 100000 4592785 I Pzena Investment Management, LP Class B Units 2016-12-13 4 M 0 200000 A Class A common stock, par value $0.01 200000 4792785 I Pzena Investment Management, LP Class B Units Option 4.22 2016-12-13 4 M 0 200000 D 2008-12-31 2018-12-31 Class B Units 200000 0 D Class B Units Class A Common Stock, par value $0.01 708970 708970 I By trust 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. Represents units of the Operating Company that were reclassified as "Class B Units" of the Operating Company on a one-for-one basis in connection with the amendment and restatement of the Operating Company's operating agreement as of October 30, 2007 ("the Amended Pzena LLC Agreement"), among the Issuer, as the Managing Member of the Operating Company and the holder of certain units 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. On December 31, 2008, Pzena Investment Management, LLC ("Pzena LLC") granted the Reporting Person the right to acquire Class B units of Pzena LLC for $4.22 per unit until December 31, 2018, subject to earlier expiration upon the occurrence of certain events. This transaction involved a charitable gift of securities by the Reporting Person to the Fidelity Investments Charitable Gift Fund. On January 1, 2016, pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as of the same date, the Reporting Person became a limited partner of PIM LP and contributed to PIM LP his holdings of (i) Class B Units of the Operating Company and (ii) Class B Shares of the Issuer in order to receive a corresponding number of limited partnership interests in PIM LP. Pursuant to the LPA, 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 Share, 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 Shares subject to the terms of the LPA. The Issuer is the general partner of PIM LP Joan F. Berger, as attorney-in-fact for John P. Goetz 2016-12-15