Page 1 of 11 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities exchange Act of 1934
(AMENDMENT NO.1)*
PZENA INVESTMENT MGMT INC
-----------------------------------------------------
(NAME OF ISSUER)
CLASS A
-----------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
74731Q103
-----------------------------------------------------
(CUSIP NUMBER)
December 31, 2008
-----------------------------------------------------
(Date of event which requires filing of this Statement)
NOTE: A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY
UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCEBERNSTEIN L.P.,
AS INVESTMENT ADVISER. (ALLIANCEBERNSTEIN L.P. IS A MAJORITY-OWNED SUBSIDIARY
OF AXA FINANCIAL, INC.)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
X 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).
(CONTINUED ON FOLLOWING PAGE(S))
No. of Shares
Subtotals
---------------------
AXA 0
AXA Entity or Entities
AXA Financial, Inc. 0
Subsidiaries:
AllianceBernstein L.P.
acquired solely for investment
purposes on behalf of client
discretionary investment advisory
accounts:
Common Stock 379,412
379,412
-------------
Total 379,412
=============
Each of the Mutuelles AXA, as a group, and AXA expressly declares that the
filing of this Schedule 13G shall not be construed as an admission that it is,
for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any
securities covered by this Schedule 13G.
Each of the above subsidiaries of AXA Financial, Inc. operates under independent
management and makes independent decisions.
(b) Percent of Class: 6.2%
=============
Page 9 of 11 Pages
ITEM 4. Ownership as of
(CONT.)
(c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv)
Deemed Deemed Deemed Deemed
to have to have to have to have
Sole Power Shared Power Sole Power Shared
Power
to Vote to Vote to Dispose to Dispose
or to or to or to or to
Direct Direct Direct the Direct the
the Vote the Vote Disposition Disposition
------------ ------------ ------------ ------------
The Mutuelles AXA,
AXA 0 0 0 0
AXA Entity or Entities:
AXA Financial, Inc. 0 0 0 0
Subsidiaries:
------------
AllianceBernstein 372,400 0 379,412 0
------------ ------------ ------------ ------------
372,400 0 379,412 0
============ ============ ============ ============
Each of the above subsidiaries of AXA Financial, Inc. operates under
independent management and makes independent voting and investment
decisions.
Page 10 of 11 Pages
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.
( )
Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reporting on by the Parent Holding Company:
This Schedule 13G is being filed by AXA Financial, Inc.; AXA,
which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group
control AXA:
( ) in the Mutuelles AXAs' capacity, as a group, acting as a parent
holding company with respect to the holdings of the following
AXA entity or entities:
( ) in AXA's capacity as a parent holding company with respect
to the holdings of the following AXA entity or entities:
(X) in AXA Financial, Inc.'s capacity as a parent holding company
with respect to the holdings of the following subsidiaries:
(X) AllianceBernstein L.P.
(13-3434400), an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
(X) AXA Equitable Life Insurance Company
(13-5570651), an insurance company and an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940.
Page 11 of 11 Pages
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 in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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 13, 2009 AXA FINANCIAL, INC.*
/s/ Alvin H. Fenichel
Alvin H. Fenichel
Senior Vice President
and Controller
*Pursuant to the Joint Filing Agreement with respect to Schedule 13G
attached hereto as Exhibit I, among AXA Financial, Inc., AXA Assurances
I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, and AXA, this statement
Schedule 13G is filed on behalf of each of them.