Initial Statement of Beneficial Ownership (3)
September 26 2019 - 4:32PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Fire Evan K. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/20/2019
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3. Issuer Name and Ticker or Trading Symbol
Pzena Investment Management, Inc. [PZN]
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(Last)
(First)
(Middle)
PZENA INVESTMENT MANAGEMENT, INC., 320 PARK AVENUE, 8TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Info. & Ops Officer / |
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common stock, par value $0.01 | 3370 | D | |
| Class B common stock, par value $0.000001 (1) | 10148 (2) | I | Pzena Investment Management, LP (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B Units (4) | (4) | (4) | Class A common stock, par value $0.01 | 10148 (2) | (4) | I | Pzena Investment Management, LP (3) |
| Delayed Exchange Class B Unit Option (5)(6) | 1/1/2022 | 1/1/2027 | Class B Units (4) | 150000 | $7.11 | D | |
| Delayed Exchange Class B Unit Option (6)(7) | 1/1/2023 | 1/1/2028 | Class B Units (4) | 100000 | $7.04 | D | |
| Delayed Exchange Class B Unit Option (6)(8) | 1/1/2024 | 1/1/2029 | Class B Units (4) | 78740 | $5.97 | D | |
| Explanation of Responses: |
| (1) | 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. |
| (2) | This number includes 2,962 of Delayed Exchange Class B Units and 7,186 Class B Units. |
| (3) | 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 Shares 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 Share, to PIM LP and PIM LP will concurrently issue to her 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 Shares subject to the terms of the LPA. The Issuer is the general partner of PIM LP. |
| (4) | 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 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. |
| (5) | On January 1, 2017, the Operating Company granted the Reporting Person the right to acquire, beginning on January 1, 2022, Delayed Exchange Class B Units of the Operating Company for $7.11 per unit until January 1, 2027, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer when the Operating Company issues a Class B Unit to a new or existing member of the Operating Company, the Issuer will concurrently issue one share of its Class B Shares to the holder of such Class B Unit in exchange for the par value thereof. |
| (6) | Delayed Exchange Class B units will be issued upon exercise of the option and will have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members until seven years after the issuance date, at which time they will be 100% exchangeable for shares of the Issuer's Class A common stock (subject to the restructuring 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. |
| (7) | On January 1, 2018, the Operating Company granted the Reporting Person the right to acquire, beginning on January 1, 2023, Delayed Exchange Class B Units of the Operating Company for $7.04 per unit until January 1, 2028, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer when the Operating Company issues a Class B Unit to a new or existing member of the Operating Company, the Issuer will concurrently issue one share of its Class B Shares to the holder of such Class B Unit in exchange for the par value thereof. |
| (8) | On January 1, 2019, the Operating Company granted the Reporting Person the right to acquire, beginning on January 1, 2024, Delayed Exchange Class B Units of the Operating Company for $5.97 per unit until January 1, 2029, subject to earlier expiration upon the occurrence of certain events. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer when the Operating Company issues a Class B Unit to a new or existing member of the Operating Company, the Issuer will concurrently issue one share of its Class B Shares to the holder of such Class B Unit in exchange for the par value thereof. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Fire Evan K.
PZENA INVESTMENT MANAGEMENT, INC.
320 PARK AVENUE, 8TH FLOOR
NEW YORK, NY 10022 |
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| Chief Info. & Ops Officer |
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Signatures
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| Joan F. Berger, as attorney-in-fact for Evan K. Fire | | 9/26/2019 |
| **Signature of Reporting Person | Date |
Pzena Investment Managem... (NYSE:PZN)
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