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