Form Type: 4

SEC EDGAR Link
Accession Number:0000929638-22-001648
Date:2022-10-31
Issuer: PZENA INVESTMENT MANAGEMENT, INC. (PZN)
Original Submission Date:

Reporting Person:

PZENA RICHARD STANTON
C/O PZENA INVESTMENT MANAGEMENT LLC
320 PARK AVENUE, 8TH FLOOR NEW YORK, NY 10022

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK, PAR VALUE $0.01 2022-10-31 U 106 d $9.60 0 direct
CLASS A COMMON STOCK, PAR VALUE $0.01 2022-10-31 U 4,100 d $9.60 0 indirect
CLASS B COMMON STOCK, PAR VALUE $0.000001 2022-10-31 U 17,547,719 d $0.00 0 indirect
CLASS B COMMON STOCK, PAR VALUE $0.000001 2022-10-31 U 42,399 d $0.00 0 indirect
CLASS B COMMON STOCK, PAR VALUE $0.000001 2022-10-31 U 7,193,186 d $0.00 0 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B UNITS 0.0 deemed execution date 0 ( ) none 17,547,719 $0.00 17,547,719 indirect pzena investment management, lp
CLASS B UNITS 0.0 deemed execution date 0 ( ) none 42,399 $0.00 42,399 indirect by spouse
CLASS B UNITS 0.0 deemed execution date 0 ( ) none 7,193,186 $0.00 7,193,186 indirect by trust
Footnotes
IDfootnote
f1 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.
f2 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.
f3 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.
f4 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.
WhaleWisdom Logo

Elevate your investments