Sec Form 4 Filing - Fire Evan K. @ Pzena Investment Management, Inc. - 2020-05-31

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 Fire Evan K. 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 Operating Officer (Last) (First) (Middle) PZENA INVESTMENT MANAGEMENT, INC., 320 PARK AVENUE, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2020 (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 ( 1 ) 05/31/2020 A 1,064 ( 2 ) A $ 0 ( 2 ) 11,212 ( 3 ) I Pzena Investment Management, LP ( 4 )

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 Delayed Exchange Class B Units ( 2 ) ( 2 ) 05/31/2020 A 1,064 ( 2 ) ( 2 ) ( 2 ) Class A common stock, par value $0.01 1,064 $ 2.82 11,212 ( 3 ) I By Pzena Investment Management, LP ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fire Evan K. PZENA INVESTMENT MANAGEMENT, INC. 320 PARK AVENUE, 8TH FLOOR NEW YORK, NY10022 Chief Operating Officer Signatures Joan F. Berger, as attorney-in-fact for Evan K. Fire 06/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each holder of a Class B Unit of Pzena Investment Management, LLC (the "Operating Company") is also issued one share of Pzena Investment Management, Inc.'s (the "Issuer") Class B common stock, par value $0.000001 per share, in exchange for the par value thereof. Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by the Issuer to holders of its capital stock, except for the right to receive the par value thereof upon the Issuer's liquidation or dissolution. ( 2 )On May 31, 2020, the Reporting Person acquired 1,064 Delayed Exchange Class B Units of the Operating Company and an equivalent number of shares of Class B common stock, par value $0.000001 per share. These Class B units vest immediately upon the date of issuance and have the right to receive dividend payments, however, they are not eligible for exchange pursuant to the Exchange Rights of Class B Members (Exhibit B to the Amended and Restated Operating Agreement of Pzena Investment Management, LLC amended and restated as of December 30, 2019) until seven years after the issuance date, at which time they will be 100% exchangeable for shares of the Issuer's Class A common stock (subject to the timing set forth in the Exchange Rights Agreement). These Class B units do not carry any rights associated with the Issuer and Operating Company's Tax Receivable Agreement. ( 3 )This number includes 4,026 Delayed Exchange Class B Units and 7,186 Class B Units ( 4 )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 his 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 him 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).

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