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OMB APPROVAL |
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OMB Number:
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3235-0145
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Expires:
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February 28, 2009
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Estimated average burden
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. . . . . . . . . . . . . . . 10.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
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PZENA INVESTMENT MANAGEMENT, INC.
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| (Name of Issuer)
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Class A Common Stock
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| (Title of Class of Securities)
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74731Q103
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| (CUSIP Number)
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December 31, 2008
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| (Date of Event Which Requires Filing of this Statement
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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[X] |
Rule 13d-1(b) |
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[ ] |
Rule 13d-1(c) |
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[ ] |
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))
Page 1 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keeley Asset Management Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
551,500
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
-0-
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
551,500
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
-0- |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,500(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1) |
The
percent ownership calculated is based upon an aggregate of 6,123,494 shares
outstanding as of November 13, 2008. |
Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John L. Keeley, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
-0-
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
-0-
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
-0-
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
-0- |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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(1) |
The
percent ownership calculated is based upon an aggregate of 6,123,494 shares
outstanding as of November 13, 2008. |
Page 3 of 7 Pages
| Item 1(a). |
Name
of Issuer: |
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Pzena
Investment Management, Inc. |
| Item 1(b). |
Address
of Issuer’s Principal Executive Offices: |
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120
West 45th Street
New York, NY 10036 |
| Item 2(a). |
Name
of Person Filing: |
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The
persons filing this Schedule 13G are: |
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(i) |
Keeley
Asset Management Corp. |
| Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
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(i)-(ii) |
401
South LaSalle Street
Chicago, Illinois 60605 |
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(i) |
Keeley
Asset Management Corp. is an Illinois corporation. |
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(ii) |
John
L. Keeley, Jr. is a citizen of the United States. |
| Item 2(d). |
Title
of Class of Securities: |
| Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
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|X| |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8). |
Page 4 of 7 Pages
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Keeley
Asset Management Corp. |
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(a) |
Amount
Beneficially Owned: 551,500 |
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(b) |
Percent
of Class: 9.0% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 551,500 |
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(ii) |
shared
power to vote or to direct the vote: -0- |
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(iii) |
sole
power to dispose or to direct the disposition of: 551,500 |
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(iv) |
shared
power to dispose or to direct the disposition of: -0- |
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(a) |
Amount
Beneficially Owned: 50,000 |
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(b) |
Percent
of Class: 0.8% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: -0- |
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(ii) |
shared
power to vote or to direct the vote: -0- |
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(iii) |
sole
power to dispose or to direct the disposition of: -0- |
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(iv) |
shared
power to dispose or to direct the disposition of: -0- |
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
| Item 8. |
Identification
and Classification of Members of the Group. |
Page 5 of 7 Pages
| Item 9. |
Notice
of Dissolution of Group. |
By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or
effect.
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1. |
Agreement
to file Schedule 13G jointly. |
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 2, 2009
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KEELEY ASSET MANAGEMENT CORP. |
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By: /s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr. |
Page 6 of 7 Pages
EXHIBIT 1
AGREEMENT
dated as of February 2, 2009 by and among Keeley Asset Management Corp., an Illinois
corporation and John L. Keeley, Jr., a citizen of the United States.
WHEREAS,
in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the
“Act”), only one such statement need be filed whenever two or more persons are
required to file a statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such statement is filed on
behalf of each of them.
NOW,
THEREFORE, in consideration of the premises and mutual agreements herein contained, the
parties hereto agree as follows:
Keeley
Asset Management Corp. and John L. Keeley, Jr., hereby agree, in accordance with Rule
13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership
of the Common Stock of Pzena Investment Management, Inc., and hereby further agree that
said Statement shall be filed on behalf of Keeley Asset Management Corp. and John L.
Keeley, Jr. Nothing herein shall be deemed to be an admission that the parties hereto, or
any of them, are members of a “group” (within the meaning of Section 13(d) of
the Act and the rules promulgated thereunder) with respect to any securities of Pzena
Investment Management, Inc.
IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first written
above.
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KEELEY ASSET MANAGEMENT CORP. |
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By: /s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr. |
Page 7 of 7 Pages