Edgar Filing: Pzena Investment Management, Inc.

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Peterson Michael D

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)
Executive Vice President

(Last)

(First)

(Middle)

PZENA INVESTMENT MANAGEMENT, INC., 120 WEST 45TH STREET, 20TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2013

(Street)

NEW YORK, NY 10036

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock, par value $0.01								220,000	D
Class B common stock, par value $0.000001	12/20/2013		A		77,922	A	⁽¹⁾	1,897,373	D
Class B common stock, par value $0.000001	12/20/2013		F		40,222	D	⁽²⁾	1,857,151	D
Class B common stock, par value $0.000001								420,000	I	By Trusts

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Class B Units ("Phantom Units")

⁽³⁾

12/19/2013

117,647

⁽³⁾

Class B Units

117,647

$ 8.5 ⁽⁴⁾

117,647

Class B Units

⁽¹⁾

12/20/2013

77,922

⁽¹⁾

Class A common stock, par value $0.01

77,922

⁽¹⁾

1,897,373

Class B Units, par value $0.000001

⁽²⁾

12/20/2013

40,222

⁽¹⁾

Class A common stock, par value $0.01

40,222

⁽¹⁾ ⁽²⁾

1,857,151

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Peterson Michael D PZENA INVESTMENT MANAGEMENT, INC. 120 WEST 45TH STREET, 20TH FLOOR NEW YORK, NY 10036			Executive Vice President

Signatures

/s/ Joan F. Berger, as attorney-in-fact for Michael D. Peterson		12/23/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On December 20, 2012, the Reporting Person was granted 779,221 Phantom Class B Units of Pzena Investment Management, LLC (the "Operating Company"). These Phantom Class B Units (previously reported on the Form 4 filed with the Securities and Exchange Commission by the Reporting Person on December 26, 2013) vest ratably over a ten-year period beginning on the first anniversary of the date of grant and are subject to forfeiture provisions outlined in the respective award agreement . On December 20, 2013, 77,922 Phantom Class B Units vested and became Class B Units of the Operating Company. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, 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 common stock to the holder of such Class B Unit in exchange for the par value thereof.
(2)	On December 19, 2013, the Reporting Person delivered to the Company 40,222 Class B Units in connection with the payment of the tax liability incurred upon the vesting of 77,922 Phantom Class B Units of the Operating Company.
(3)	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.
(4)	Awarded on December 19, 2013 at $8.50, based on the closing price of the Issuer's Class A common stock of $10.26 on the date of grant, and discounted for non-participation in dividends of the Operating Company until vesting.

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