Statement of Changes in Beneficial Ownership (4)
December 16 2019 - 4:22PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Cai Chenyu Caroline |
2. Issuer Name and Ticker or Trading Symbol
Pzena Investment Management, Inc.
[
PZN
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President |
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(Last)
(First)
(Middle)
PZENA INVESTMENT MANAGEMENT, INC., 320 PARK AVE, 8TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/12/2019 |
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A common stock, par value $0.01 | 12/12/2019 | | M | | 30000 | A | (1) | 251608 | D | |
| Class A common stock, par value $0.01 | 12/12/2019 | | F | | 28353 | D | $8.81 | 223255 | D | |
| Class A common stock, par value $0.01 | 12/13/2019 | | M | | 50000 | A | (1) | 273255 | D | |
| Class A common stock, par value $0.01 | 12/13/2019 | | F | | 47114 | D | $8.94 | 226141 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class A Common Stock Option | $8.00 | 12/12/2019 | | M | | | 30000 | (1)(2) | 12/21/2019 | Class A common stock, par value $0.01 | 30000 | (1) | 105000 | D | |
| Class A Common Stock Option | $8.00 | 12/13/2019 | | M | | | 50000 | (1)(2) | 12/21/2019 | Class A common stock, par value $0.01 | 50000 | (1) | 55000 | D | |
| Explanation of Responses: |
| (1) | On December 21, 2009, the Operating Company granted the Reporting Person the right to acquire Class A common stock of the Company for $8.00 per unit until December 21, 2019, subject to earlier expiration upon the occurrence of certain events. |
| (2) | The option for the first 78,333 shares became exercisable on December 21, 2009, the following 78,333 shares became exercisable on December 21, 2010 and the remaining 78,334 shares became exercisable on December 21, 2011. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Cai Chenyu Caroline
PZENA INVESTMENT MANAGEMENT, INC.
320 PARK AVE, 8TH FLOOR
NEW YORK, NY 10022 |
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| Executive Vice President |
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Signatures
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| Joan F. Berger, as attorney-in-fact for Chenyu Caroline Cai | | 12/16/2019 |
| **Signature of Reporting Person | Date |
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