Sec Form 4 Filing - Goetz John Paul @ Pzena Investment Management, Inc. - 2022-10-31

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 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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1. Name and Address of Reporting Person Goetz John Paul 2. Issuer Name and Ticker or Trading Symbol Pzena Investment Management, Inc. [ PZN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and Co-CIO (Last) (First) (Middle) C/O PZENA INVESTMENT MANAGEMENT LLC, 320 PARK AVENUE, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2022 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class B Common Stock, par value $0.000001 10/31/2022 U 5,209,084 D $ 0 0( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Units ( 2 ) ( 2 ) ( 2 ) None( 2 ) 5,209,084 5,209,084( 3 ) D Class B Units ( 2 ) ( 2 ) ( 2 ) None( 2 ) 708,970 708,970( 3 ) I By Trust Phantom Class B Units ( 4 )( 5 ) ( 4 )( 5 ) ( 4 )( 5 ) Class B Units( 2 ) 19,386( 4 ) 19,386( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goetz John Paul C/O PZENA INVESTMENT MANAGEMENT LLC 320 PARK AVENUE, 8TH FLOOR NEW YORK, NY10022 X President and Co-CIO Signatures /s/ Joan F. Berger as attorney-in-fact for John Paul Goetz 11/02/2022 Signature of Reporting Person Date

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 )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. ( 3 )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. ( 4 )Originally issued in connection with the Reporting Person's mandatory deferral of his 2017 and 2018 Restricted Amount pursuant to Section 5 of the Bonus Plan. The balance of the Reporting Person's mandatory deferral of his 2018 Restricted Amount is 19,386 Phantom Delayed Exchange Class B units. ( 5 )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.

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).

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