Statement of Changes in Beneficial Ownership (4)
November 02 2022 - 06:33PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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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
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 * Fire Evan K. |
2. Issuer Name and Ticker or Trading
Symbol Pzena Investment Management, Inc. [ PZN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Operating Officer |
|
(Last)
(First)
(Middle)
C/O PZENA INVESTMENT MANAGEMENT, INC., 320 PARK AVENUE, 8TH
FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/31/2022
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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)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Class A Common Stock, par value
$0.01 |
10/31/2022 |
|
U |
|
3370 |
D |
$9.6 |
0 |
D |
|
|
Class B Common Stock, par value
$0.000001 |
10/31/2022 |
|
U |
|
16634 |
D |
$0 |
0 (1) |
I |
Pzena Investment Management, LP (2) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 B Units |
(3) |
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|
|
|
|
|
(3) |
(3) |
None (3) |
16634 |
|
16634 (4) |
I |
Pzena Investment Management, LP (2) |
|
Class B-1 Units |
(3) |
|
|
|
|
|
|
(3) |
(3) |
None (3) |
446114 |
|
446114 (4) |
I |
Pzena Investment Management, LP (2) |
|
Phantom Class B Units |
(5)(6) |
|
|
|
|
|
|
(5)(6) |
(5)(6) |
Class B Units (3) |
4588 |
|
4588 (4) |
D |
|
|
Delayed Exchange Class B Unit
Options |
$7.11 |
|
|
|
|
|
|
1/1/2022 |
1/1/2027 |
Class B Units (3) |
150000 |
|
150000 (4) |
D |
|
|
Delayed Exchange Class B Unit
Options |
$7.04 |
|
|
|
|
|
|
1/1/2023 |
1/1/2028 |
Class B Units (3) |
100000 |
|
100000 (4) |
D |
|
|
Delayed Exchange Class B Unit
Options |
$5.97 |
|
|
|
|
|
|
1/1/2024 |
1/1/2029 |
Class B Units (3) |
78740 |
|
78740 (4) |
D |
|
| Explanation of
Responses: |
| (1) |
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. |
| (2) |
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 is
the general partner of PIM LP. |
| (3) |
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. |
| (4) |
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. |
| (5) |
Originally issued in
connection with the Reporting Person's mandatory deferral of his
2019 and 2020 Restricted Amount pursuant to Section 5 of the Bonus
Plan. The balance of the Reporting Person's mandatory deferral of
his 2019 and 2020 Restricted Amount is 4,588 Phantom Delayed
Exchange Class B units. |
| (6) |
These Phantom Class B units
vest, and become Delayed Exchange Class B Units of the Operating
Company, in four equal annual installments and are subject to the
terms and conditions set forth in the Bonus Plan. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Fire Evan K.
C/O PZENA INVESTMENT MANAGEMENT, INC.
320 PARK AVENUE, 8TH FLOOR
NEW YORK, NY 10022 |
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|
Chief Operating Officer |
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Signatures
|
|
/s/ Joan F. Berger as attorney-in-fact for Evan
K. Fire |
|
11/2/2022 |
| **Signature of Reporting
Person |
Date |
|
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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