8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 8, 2013 (March 31, 2013)

PZENA INVESTMENT MANAGEMENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33761	20-8999751
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

120 West 45th Street, New York, New York	10036
(Address of Principal Executive Offices)	Zip Code

Registrant’s Telephone Number, Including Area Code: (212) 355-1600

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act.

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

ITEM 8.01 OTHER EVENTS.

 On April 8, 2013, Pzena Investment Management, Inc. issued a press release in which it reported its preliminary assets under management as of March 31, 2013. A copy of the press release is attached to this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 99.1 Press release, dated April 8, 2013, of Pzena Investment Management, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Pzena Investment Management, Inc.
Dated: April 8, 2013	By:	/s/Gary J. Bachman
		Name: Gary J. Bachman
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document
99.1	Press release, dated April 8, 2013, of Pzena Investment Management, Inc. reporting preliminary assets under management as of March 31, 2013.

EX-99.1

PZENA INVESTMENT MANAGEMENT, INC. ANNOUNCES

MARCH 31, 2013 ASSETS UNDER MANAGEMENT

New York, NY, April 8, 2013:  Pzena Investment Management, Inc. (NYSE: PZN) today reported its preliminary assets under management as of March 31, 2013.

AUM for month-end March 2013, month-end February 2013, and month-end March 2012 are listed below:

Pzena Investment Management, Inc.

Assets Under Management⁽¹⁾

($ billions)

	As of		As of		As of
	March 31, 2013		February 28, 2013		March 31, 2012
U.S. Value Strategies	$	12.8	$	12.4	$	8.2
Global Value Strategies		4.4		4.2		4.3
Non-U.S. Value Strategies		2.3		2.3		2.2
Total	$	19.5	$	18.9	$	14.7
Institutional Accounts	$	12.2	$	11.9	$	12.2
Retail Accounts		7.3		7.0		2.5
Total	$	19.5	$	18.9	$	14.7
_____________________________
(1)  Numbers may be subject to rounding. During 2013, approximately $0.1 billion of previously reported assets under management in U.S. Value Strategies has been reclassified to Global Value Strategies. Historical information has been reclassified for all periods presented.

About Pzena

Pzena Investment Management, LLC, the firm’s operating company, is a value-oriented investment management firm.  Founded in 1995, Pzena Investment Management has built a diverse, global client base.  More firm and stock information is posted at www.pzena.com.

Forward-Looking Statements

This press release may contain, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company's current assumptions, expectations and projections about future events. Words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of the Company's management and involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.

Among the factors that could cause actual results to differ from those expressed or implied by a forward-looking statement are those described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 12, 2013 and in the Company’s Quarterly Reports on Form 10-Q as filed with the SEC.  In light of these risks, uncertainties, assumptions, and factors, actual results could differ materially from those expressed or implied in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this release.

The Company is not under any obligation and does not intend to make publicly available any update or other revisions to any forward-looking statements to reflect circumstances existing after the date of this release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

Contact: Gary Bachman, 212-355-1600 or bachman@pzena.com.