X0306 4 2015-03-09 0 0001399249 Pzena Investment Management, Inc. PZN 0001409995 Lipsey William Louis C/O PZENA INVESTMENT MANAGEMENT, INC. 120 WEST 45TH STREET, 20TH FLOOR NEW YORK NY 10036 0 1 0 0 Pres, Marketing/Client Srvc Class B common stock, par value $0.000001 2015-03-09 4 M 0 200000 A 3991490 D Class B common stock, par value $0.000001 1271420 I By trust Class B Unit Options 4.22 2015-03-09 4 M 0 200000 D 2008-12-31 2018-12-31 Class B Units 200000 0 D Class B Units 2015-03-09 4 M 0 200000 A Class A common stock, par value $0.01 200000 3991490 D Class B Units Class A common stock, par value $0.01 1271420 1271420 I By trust On December 31, 2008, Pzena Investment Management, LLC ("Pzena LLC") granted the Reporting Person the right to acquire Class B units of Pzena LLC for $4.22 per unit until December 31, 2018, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of Pzena Investment Management, Inc. ("Pzena Inc.), when Pzena LLC issues a Class B unit to a new or existing member of Pzena LLC, Pzena Inc. will concurrently issue one share of its Class B common stock to the holder of such Class B unit in exchange for the par value thereof. Represents units of Pzena LLC that were reclassified as "Class B units" of Pzena LLC on a one-for-one basis in connection with the amendment and restatement of Pzena LLC's operating agreement as of October 30, 2007 (the "Amended Pzena LLC Agreement") among Pzena Inc. as the managing member of Pzena LLC and the holder of certain units of Pzena LLC, and the holders of such reclassified units of Pzena LLC. Pursuant to the Amended Pzena LLC Agreement, each Class B unit is exchangeable for a share of Class A common stock of Pzena Inc., subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement. /s/ Joan F. Berger, as attorney-in-fact for William L. Lipsey 2015-03-11