Sec Form 4 Filing - Doran Jessica R @ Pzena Investment Management, Inc. - 2019-12-31

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 Doran Jessica R 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) Chief Financial Officer (Last) (First) (Middle) C/O PZENA INVESTMENT MANAGEMENT, INC., 320 PARK AVENUE, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (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

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-1 Unit ( 1 ) 12/31/2019 A 184,154 ( 1 ) ( 1 ) Class A common stock, par value $0.01 ( 1 ) $ 0 184,154 I By Pzena Investment Management, LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Doran Jessica R C/O PZENA INVESTMENT MANAGEMENT, INC. 320 PARK AVENUE, 8TH FLOOR NEW YORK, NY10022 Chief Financial Officer Signatures Joan F. Berger, as attorney-in-fact for Jessica R. Doran 01/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Holders of Class B-1 Units of Pzena Investment Management, LLC (the "Operating Company" are eligible to receive dividends with respect to such Class B-1 Units following the grant of such Class B-1 Units, but such Class B-1 Units are not exchangeable into Class A common stock of Pzena Investment Management, Inc. (the "Issuer") until one or more exchange dates to be determined by the Operating Company, which exchange dates shall be after such Reporting Person's employment with the Operating Company ends. The number of shares of Class A common stock issued in the exchange will be calculated based upon the appreciation in the price of the Class A common stock of the Issuer as of the date of exchange compared to the price of the Class A common stock of the Issuer as of the date of grant as described in the Exchange Rights of Class B-1 Members set forth in Exhibit D to the Amended and Restated LLC Operating Agreement of the Operating Company. ( 2 )Pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as December 30, 2019, the Reporting Person, a limited partner of PIM LP has contributed to PIM LP her holdings of (i) Class B Units and Class B-1 Units of the Operating Company and (ii) Class B Shares of the Issuer in order to receive a corresponding number of limited partnership interests in PIM LP. Pursuant to the LPA, whenever a Class B Unit or Class B-1 Unit is issued to the Reporting Person, the Reporting Person will be deemed to immediately and automatically contribute such Class B Unit and related Class B Share or such Class B-1 Unit, to PIM LP and PIM LP will concurrently issue to her 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 Shares or Class B-1 Units, as applicable subject to the terms.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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