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