X0306 4 2022-10-31 true 0001399249 Pzena Investment Management, Inc. PZN 0001768116 Cai Chenyu Caroline C/O PZENA INVESTMENT MANAGEMENT, INC. 320 PARK AVENUE, 8TH FLOOR NEW YORK NY 10022 true true Executive Vice President Class A Common Stock, par value $0.01 2022-10-31 4 U 0 178598 9.6 D 0 D Class B Common Stock, par value $0.000001 2022-10-31 4 U 0 940133 0 D 0 I Pzena Investment Management, LP Class B Units None 940133 940133 I Pzena Investment Management, LP Class B-1 Units None 1434791 1434791 I Pzena Investment Management, LP Class B Options 13.89 2022-01-01 2027-01-01 Class B Units 200000 200000 D Delayed Exchange Class B Unit Options 7.11 2022-01-01 2027-01-01 Class B Units 300000 300000 D Delayed Exchange Class B Unit Options 7.04 2018-01-18 2028-01-01 Class B Units 50000 50000 D Delayed Exchange Class B Unit Options 5.97 2019-01-01 2029-01-01 Class B Units 78740 78740 D Phantom Class B Units Class B Units 51949 51949 D Phantom Class B Units Class B Units 11767 11767 D Pursuant to merger agreement between Pzena Investment Management, Inc. (the "Issuer"), Pzena Investment Management, LLC (the "Operating Company") and Panda Merger Sub, LLC (the "Merger Agreement") the Class B Common Stock was canceled at the effective time of the merger for no consideration. Pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as of December 30, 2019, 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 was the general partner of PIM LP. 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 (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 Merger Agreement, the Issuer ceased to exist on October 31, 2022. The securities reported in this row continue to provide ownership in the Operating Company but no longer are derivative securities of the Issuer. On December 20, 2012, the Reporting Person was granted 519,481 Phantom Class B Units of the Operating Company. Issued pursuant to the Operating Company's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. As of November 1, 2022, 467,532 Phantom Class B units have vested, and 51,949 Phantom Class B units remain unvested. On December 19, 2013, the Reporting Person was granted 58,823 Phantom Class B Units of the Operating Company. Issued pursuant to the Operating Company's 2006 Plan. Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. As of November 1, 2022, 47,056 Phantom Class B units have vested, and 11,767 Phantom Class B units remain unvested. /s/ Joan F. Berger as attorney-in-fact for Chenyu Caroline Cai 2022-11-02