0000897069-12-000128.txt : 20120207 0000897069-12-000128.hdr.sgml : 20120207 20120207135407 ACCESSION NUMBER: 0000897069-12-000128 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120207 DATE AS OF CHANGE: 20120207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pzena Investment Management, Inc. CENTRAL INDEX KEY: 0001399249 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 208999751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83243 FILM NUMBER: 12576973 BUSINESS ADDRESS: STREET 1: 120 WEST 45TH STREET STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-355-1600 MAIL ADDRESS: STREET 1: 120 WEST 45TH STREET STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEELEY ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001056504 IRS NUMBER: 363160361 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 SOUTH LASALLE STREET STREET 2: STE 1201 CITY: CHICAGO STATE: IL ZIP: 60605 BUSINESS PHONE: 3127865000 MAIL ADDRESS: STREET 1: KELLEY ASSET MANAGEMENT CORP STREET 2: 401 S LASALLE ST STE 1201 CITY: CHICAGO STATE: IL ZIP: 60605 SC 13G/A 1 cg068.htm cg068.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Pzena Investment Management, Inc.
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

74731Q103
(CUSIP Number)

December 31, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
S                      Rule 13d-1(b)
 
¨                      Rule 13d-1(c)
 
¨                      Rule 13d-1(d)
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
1
 
CUSIP No. 74731Q103


1
NAME OF REPORTING PERSONS
 
Keeley Asset Management Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA


 
2
 
CUSIP No. 74731Q103


1
NAME OF REPORTING PERSONS
 
John L. Keeley, Jr.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
3
 
CUSIP No. 74731Q103


Item 1(a).
Name of Issuer:

 
Pzena Investment Management, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

 
120 West 45th Street, New York, NY  10036

Item 2(a).
Name of Person Filing:

 
The persons filing this Schedule 13G are:

 
(i)
Keeley Asset Management Corp.

 
(ii)
John L. Keeley, Jr.

Item 2(b).
Address of Principal Business Office or, if none, Residence:

 
(i)-(ii)
401 South LaSalle Street, Chicago, Illinois  60605

Item 2(c).
Citizenship:

 
(i)
Keeley Asset Management Corp. is an Illinois corporation.

 
(ii)
John L. Keeley, Jr. is a citizen of the United States.

Item 2(d).
Title of Class of Securities:

 
Class A Common Stock

Item 2(e).
CUSIP Number:

 
74731Q103

Item 3.
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 
T
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
4
 
CUSIP No. 74731Q103

Item 4.
Ownership:

 
Keeley Asset Management Corp.

 
(a)
Amount Beneficially Owned:  0

 
(b)
Percent of Class:  0%

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  0

 
(ii)
shared power to vote or to direct the vote:  0

 
(iii)
sole power to dispose or to direct the disposition of:  0

 
(iv)
shared power to dispose or to direct the disposition of:  0

 
John L. Keeley, Jr.

 
(a)
Amount Beneficially Owned:  0

 
(b)
Percent of Class:  0%

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  0

 
(ii)
shared power to vote or to direct the vote:  0

 
(iii)
sole power to dispose or to direct the disposition of:  0

 
(iv)
shared power to dispose or to direct the disposition of:  0

Item 5.
Ownership of Five Percent or Less of a Class:

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  T.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

 
N/A

 
5
 
CUSIP No. 74731Q103


Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 
N/A

Item 8.
Identification and Classification of Members of the Group:

 
N/A

Item 9.
Notice of Dissolution of Group:

 
N/A

Item 10.
Certification:

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
Exhibits.

 
1.
Agreement to file Schedule 13G jointly (previously filed as Exhibit 1 to the reporting parties’ Schedule 13G filed February 13, 2009).


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  February 7, 2012
KEELEY ASSET MANAGEMENT CORP.



By:      /s/ John L. Keeley, Jr.                                                            
John L. Keeley, Jr., President


/s/ John L. Keeley, Jr.                                                                    
John L. Keeley, Jr.

 
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