0001567619-19-002664.txt : 20190207
0001567619-19-002664.hdr.sgml : 20190207
20190207173545
ACCESSION NUMBER: 0001567619-19-002664
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181219
FILED AS OF DATE: 20190207
DATE AS OF CHANGE: 20190207
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lipsey William Louis
CENTRAL INDEX KEY: 0001409995
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33761
FILM NUMBER: 19576218
MAIL ADDRESS:
STREET 1: C/O PZENA INVESTMENT MANAGEMENT LLC
STREET 2: 120 WEST 45TH STREET, 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
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/A
1
doc1.xml
FORM 4/A
X0306
4/A
2018-12-19
2019-01-03
0
0001399249
Pzena Investment Management, Inc.
PZN
0001409995
Lipsey William Louis
C/O PZENA INVESTMENT MANAGEMENT, INC.
320 PARK AVENUE, 8TH FLOOR
NEW YORK
NY
10022
1
1
0
0
Pres, Marketing/Client Srvc
Phantom Class B Units
2018-12-31
4
A
0
60301
0
A
Class B Units
60301
129285
D
The sole purpose of this amendment is to correct the number of Phantom Class B units issued to the Reporting Person in connection with the Reporting Person's mandatory deferral of his 2018 Restricted Amount pursuant to Section 5 of the Pzena Investment Management, LLC Amended and Restated Bonus, as amended (the "Bonus Plan") as of the date of the original filing of the Form 4. Due to a clerical error, the number of Phantom Class B units acquired by the Reporting Person was incorrectly listed in the original Form 4 filing. The correct number should be 60,301 instead of 77,541.
These Phantom Class B units vest, and become Delayed Exchange Class B Units of the Operating Company, in four equal annual installments and are subject to the terms and conditions set forth in the Bonus Plan. When these Delayed Exchange Class B units vest they will have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members (Exhibit B to the Amended Pzena LLC Agreement) until seven years after the applicable vesting date, at which time they will be 100% exchangeable for shares of the Issuer's Class A common stock (subject to the timing set forth 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 Class B units issued in connection with the Reporting Person's mandatory deferral of his 2015, 2016 and 2018 Restricted Amount pursuant to Section 5 of the Bonus Plan.
Joan F. Berger, as attorney-in-fact for William L. Lipsey
2019-02-07