0001140361-18-000469.txt : 20180103 0001140361-18-000469.hdr.sgml : 20180103 20180103163600 ACCESSION NUMBER: 0001140361-18-000469 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180101 FILED AS OF DATE: 20180103 DATE AS OF CHANGE: 20180103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Doran Jessica R CENTRAL INDEX KEY: 0001677958 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33761 FILM NUMBER: 18505869 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 8TH FLOOR STREET 2: C/O PZENA INVESTMENT MANAGEMENT, LLC CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pzena Investment Management, Inc. CENTRAL INDEX KEY: 0001399249 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 208999751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-355-1600 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc1.xml FORM 4 X0306 4 2018-01-01 0 0001399249 Pzena Investment Management, Inc. PZN 0001677958 Doran Jessica R C/O PZENA INVESTMENT MANAGEMENT, INC. 320 PARK AVENUE, 8TH FLOOR NEW YORK NY 10022 0 1 0 0 Chief Financial Officer Class B Units Options 2018-01-01 4 A 0 100000 0 A 2023-01-01 2028-01-01 Class B Units 100000 103000 D On Jan. 1, 2018, Pzena Investment Management, LLC (the "Operating Company") granted the Reporting Person the right to acquire, beginning on Jan. 1, 2023, Delayed Exchange Class B Units of the Operating Company for $7.04 per unit until Jan. 1, 2028, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer when the Operating Company issues a Class B Unit to a new or existing member of the Operating Company, the Issuer will concurrently issue one share of its Class B Shares to the holder of such Class B Unit in exchange for the par value thereof. Delayed Exchange Class B units will be issued upon exercise of the option and will have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members 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 restructuring 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. This number includes (i) 3,000 options to acquire Class B units, which are exchangeable for shares of Class A common stock of the Issuer subject to the timing and volume limitations set forth in the amendment and restatement of the Operating Company's operating agreement as of October 30, 2007 (as amended from time to time, the "Amended Pzena LLC Agreement") and (ii) 100,000 options, which are not exercisable until January 1, 2023, to acquire Delayed Exchange Class B units, which will not eligible for exchange pursuant to the Exchange Rights of Class B Members 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 and will not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement. Joan F. Berger, as attorney-in-fact for Jessica R. Doran 2018-01-03