0001567619-20-000415.txt : 20200103 0001567619-20-000415.hdr.sgml : 20200103 20200103181150 ACCESSION NUMBER: 0001567619-20-000415 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200103 DATE AS OF CHANGE: 20200103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goetz John Paul CENTRAL INDEX KEY: 0001410088 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33761 FILM NUMBER: 20507305 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 1 doc1.xml FORM 4 X0306 4 2019-12-31 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 1 1 0 0 President & Co-CIO Class B common stock, par value $0.000001 2019-12-31 4 M 0 70748 0 A 4917033 I By Pzena Investment Management, LP Class B common stock, par value $0.000001 708970 I By trust Class B Units 2019-12-31 4 M 0 70748 0 A Class A common stock, par value $0.01 70748 4917033 I By Pzena Investment Management, LP Phantom Class B Units 2019-12-31 4 M 0 70748 0 D Class B Units 70748 139708 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. 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 common stock 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 common stock, 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 common stock subject to the terms of the LPA. The Issuer is the general partner of PIM LP. Relating to the vesting of the Reporting Person's mandatory deferral of his Restricted Amount pursuant to Section 5 of the Pzena Investment Management, LLC Amended and Restated Bonus Plan, as further amended (the "Bonus Plan") as follows: 21,174 Delayed Exchange Class B Units associated with the Reporting Person's 2016 deferred compensation, 30,189 Delayed Exchange Class B Units associated with the Reporting Person's 2017 deferred compensation and 19,385 Delayed Exchange Class B Units associated with the Reporting Person's 2018 deferred compensation. This number includes 624,248 of Delayed Exchange Class B Units and 4,292,785 Class B Units. 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 (as amended from time to time, 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 These Delayed Exchange Class B units 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 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. Originally issued in connection with the Reporting Person's mandatory deferral of his 2016, 2017 and 2018 Restricted Amount pursuant to Section 5 of the Bonus Plan. On December 31, 2019, the following vested: 21,174 Delayed Exchange Class B Units associated with the Reporting Person's 2016 deferred compensation, 30,189 Delayed Exchange Class B Units associated with the Reporting Person's 2017 deferred compensation and 19,385 Delayed Exchange Class B Units associated with the Reporting Person's 2018 deferred compensation. The balance of the Reporting Person's mandatory deferral of his 2016, 2017 and 2018 Restricted Amount is 139,708 Phantom Delayed Exchange Class B units. 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. Joan F. Berger, as attorney-in-fact for John P. Goetz 2020-01-03