X0303 4 2009-12-21 0 0001399249 Pzena Investment Management, Inc. PZN 0001462799 Martin Gregory S C/O PZENA INVESTMENT MANAGEMENT, INC. 120 WEST 45TH STREET, 20TH FLOOR NEW YORK NY 10036 0 1 0 0 Chief Financial Officer Right to acquire Class B Units 8.00 2009-12-21 4 A 0 30000 A 2019-12-21 Class B Units 30000 30000 D Right to acquire Class B Units 4.22 2008-12-31 2018-12-31 Class B Units 10000 10000 D On December 21, 2009, the Issuer granted the Reporting Person the right to acquire 30,000 Class B Units (the "2009 Options") of Pzena Investment Management, LLC, its operating company, for $8.00 per Unit until December 21, 2019, subject to earlier expiration upon the occurrence of certain events. One-third of the 2009 Options vest immediately, one-third vest on the first anniversary of the date of grant, and one-third vest on the second anniversary of the date of grant. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, each time a Class B Unit is issued, one share of the Issuer's Class B common stock will be issued concurrently to the holder of such Class B Unit in exchange for the par value thereof. /s/ Joan F. Berger, as attorney-in-fact for Gregory S. Martin 2010-01-07