SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Pzena Investment Management, Inc.
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
________74731Q103_________
(CUSIP Number)
David Goldman
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
______________________August 12, 2022________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
CUSIP No. 74731Q103
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC I.D. No. 13-4044523
|
2
|
Check the appropriate box if a
member of a group (SEE INSTRUCTIONS) (a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE
INSTRUCTIONS)
00-Funds of investment advisory clients
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
New York
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
451,759 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
451,759 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
451,759 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
2.70%
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
IA, CO
|
CUSIP No. 74731Q103
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management Inc. I.D.
No. 13-4044521
|
2
|
Check the appropriate box if a
member of a group (SEE INSTRUCTIONS) (a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE
INSTRUCTIONS)
00-Funds of investment advisory clients
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
New York
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
103,436 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
121,436 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
121,436 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
0.73%
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
IA, CO
|
CUSIP No. 74731Q103
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli & Company Investment Advisers, Inc. I.D. No. 13-3379374
|
2
|
Check the appropriate box if a
member of a group (SEE INSTRUCTIONS) (a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE
INSTRUCTIONS)
Client Funds
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
57,050 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
57,050 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
57,050 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
0.34%
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
HC, CO, IA
|
CUSIP No. 74731Q103
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Teton Advisors, LLC I.D. No. 13-4008049
|
2
|
Check the appropriate box if a
member of a group (SEE INSTRUCTIONS) (a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE
INSTRUCTIONS)
00 – Funds of investment advisory clients
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
143,800 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
143,800 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
143,800 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
0.86%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IA, CO
|
CUSIP No. 74731Q103
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Foundation, Inc. I.D. No. 94-2975159
|
2
|
Check the appropriate box if a
member of a group (SEE INSTRUCTIONS) (a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE
INSTRUCTIONS)
WC
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
NV
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
56,000 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
56,000 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
56,000 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
0.33%
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
00-Private Foundation
|
CUSIP No. 74731Q103
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc. I.D. No. 13-3056041
|
2
|
Check the appropriate box if a
member of a group (SEE INSTRUCTIONS) (a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
None
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Wyoming
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
HC, CO
|
CUSIP No. 74731Q103
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc. I.D. No. 13-4007862
|
|
Check the appropriate box if a
member of a group (SEE INSTRUCTIONS) (a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
WC
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
180,000 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
180,000 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
180,000 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
1.08%
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
HC, CO
|
CUSIP No. 74731Q103
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Associated Capital Group, Inc. I.D. No. 47-3965991
|
|
Check the appropriate box if a
member of a group (SEE INSTRUCTIONS) (a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
None
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
HC, CO
|
CUSIP No. 74731Q103
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
|
2
|
Check the appropriate box if a
member of a group (SEE INSTRUCTIONS) (a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
None
|
5
|
Check box if disclosure of
legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
USA
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE
INSTRUCTIONS)
IN
|
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D relates is the Class A common stock of Pzena Investment
Management, Inc. (the “Issuer”), a Delaware corporation with principal offices located at 320 Park Avenue, New York, New York 10022.
Item 2. Identity and Background
This statement is being filed by various entities which except for LICT Corporation (“LICT) and CIBL, Inc. (“CIBL”),
engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various
private investment partnerships or private funds and as a registered broker-dealer. Certain of these entities may also make investments for their own accounts. Mario J. Gabelli (“Mario Gabelli”) is deemed to directly or indirectly control these
entities through his ownership interest.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer.
Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the
1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial
ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather
than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. (“GGCP”), GGCP Holdings LLC
(“GGCP Holdings”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, LLC (“Teton Advisors”), Gabelli & Company Investment Advisers,
Inc. (“GCIA”), Morgan Group Holding Co., (“MGH”), G.research, LLC (“G.research”), MJG Associates, Inc. (“MJG Associates”), Gabelli Securities International (Bermuda) Limited (“GSIL”), Gabelli Foundation, Inc. (“Foundation”), Mario Gabelli, LICT and
CIBL. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of
GBL and AC. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock
Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended
(“Advisers Act”). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GCIA, a wholly owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general partner
or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GCIA may purchase or sell securities for its own account. GCIA or its relying advisers, act as a general partner or
investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, Gabelli Intermediate Credit Fund L.P., GAMA Select Plus
Master Fund, Ltd., GAMCO Medical Opportunities L.P., and Gabelli Multimedia Partners, L.P.
G.research is a wholly owned subsidiary of MGH. G.research, is a broker-dealer registered under the Securities Exchange Act of
1934, as amended (“1934 Act”), which may as a part of its business purchase and sell securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered
under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap
Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli
Capital Asset Fund, The Gabelli International Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The Gabelli Focused Growth and Income Fund, The Comstock Capital
Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources, Gold & Income Trust, The GDL Fund, Gabelli Enterprise
Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli International Small Cap Fund, The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+ Trust, Gabelli
Merger Plus+ Trust Plc, The Gabelli Global Financial Services Fund, The Gabelli Global Mini Mites Fund, The Gabelli Media Mogul Fund, The Gabelli Pet Parents’ Fund, The Gabelli U.S. Treasury Money Market Fund, Bancroft Fund Ltd. and Ellsworth Growth
& Income Fund Ltd., Gabelli Growth Innovators ETF, Gabelli Love Our Planet & People ETF, Gabelli Automation ETF (collectively, the “Funds”), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO
International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON
Westwood Mighty Mitessm Fund, The TETON Westwood Income Fund, TETON Westwood Intermediate Bond Fund, and The TETON Westwood Mid-Cap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole
shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation.
Elisa M. Wilson is the President of the Foundation.
LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new
business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in
securities. Mario J. Gabelli is the Chief Executive Officer, a director, and substantial shareholder of LICT.
CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL actively
pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or
trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.
Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive
Officer of GBL. He is the Executive Chairman of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton and MGH.
The Reporting Persons do not admit that they constitute a group.
GAMCO is a New York corporation and GBL, MGH and Teton Advisors are Delaware corporations, each having its principal business
office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation and AC and GCIA are Delaware corporations each having its principal business office 191 Mason Street, Greenwich, CT 06830. GGCP Holdings is a Delaware limited
liability corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a
New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. The
Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a
Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing
entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(d) – Not applicable.
(e) – Not applicable.
(f) – Reference is
made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximately $1,846,526 to purchase the additional Securities reported as beneficially
owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $12,216 and $1,474,299, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in
the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for such clients. GCIA used approximately $360,011 of client funds to purchase the additional Securities
reported by it.
Item 4. Purpose of Transaction
Each of the Reporting Persons has purchased and holds the Securities reported by it for investment for one or more
accounts over which it has shared, sole, or both investment and/or voting power, for its own account, or both.
The Reporting Persons are engaged in the business of securities analysis and investment. The Reporting Persons analyze the
operations, capital structure and markets of companies in which they invest, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of
such companies (often at the invitation of management). As a result of these analytical activities one or more of the Reporting Persons may issue analysts reports, participate in interviews or hold discussions with third parties, with management or
with Directors in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder values. Such suggestions or
positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D including, without limitation, such matters as disposing of one or more businesses, selling the company or acquiring another
company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the company’s capitalization or dividend policy.
Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer. However, none
of the Reporting Persons intends to seek control of the Issuer or participate in the management of the Issuer, and any Reporting Person that is registered as an investment company under the Company Act will participate in such a transaction only
following receipt of an exemption from the SEC under Rule 17d-1 under the Company Act, if required, and in accordance with other applicable law. In pursuing this investment philosophy, each Reporting Person will continuously assess the Issuer’s
business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer’s securities in particular, other developments and other investment opportunities, as well as
the investment objectives and diversification requirements of its shareholders or clients and its fiduciary duties to such shareholders or clients. Depending on such assessments, one or more of the Reporting Persons may acquire additional Securities
or may determine to sell or otherwise dispose of all or some of its holdings of Securities. Although the Reporting Persons share the same basic investment philosophy and although most portfolio decisions are made by or under the supervision of Mario
Gabelli, the investment objectives and diversification requirements of various clients differ from those of other clients so that one or more Reporting Persons may be acquiring Securities while others are disposing of Securities.
With respect to voting of the Securities, the Reporting Persons have adopted general voting policies relating to voting on
specified issues affecting corporate governance and shareholder values. Under these policies, the Reporting Persons generally vote all securities over which they have voting power in favor of cumulative voting, financially reasonable golden
parachutes, one share one vote, management cash incentives and pre-emptive rights and against greenmail, poison pills, supermajority voting, blank check preferred stock and super-dilutive stock options. Exceptions may be made when management
otherwise demonstrates superior sensitivity to the needs of shareholders. In the event that the aggregate voting position of all Reporting Persons exceeds 25% of the total voting position of the Issuer, one or more of the filing persons may transfer
voting and/or dispositive power over shares to independent committees of directors or the owners of such shares. Such committees vote and/or consider disposition of such shares independently of the Reporting Persons.
Each of the Covered Persons who is not a Reporting Person has purchased the Securities reported herein as beneficially owned by him
for investment for his own account or that of one or more members of his immediate family. Each such person may acquire additional Securities or dispose of some or all of the Securities reported herein with respect to him.
Other than as described above, none of the Reporting Persons and none of the Covered Persons who is not a Reporting Person has any
present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number of Securities to which this Schedule 13D relates is 1,010,045 shares, representing 6.03% of the 16,736,459
shares outstanding in the Issuer’s most recently filed Form 10-Q for the quarterly period ended June 30, 2022. The Reporting Persons beneficially own those Securities as follows:
Name
|
Shares of
Common Stock
|
% of Class of
Common
|
GAMCO
Gabelli Funds
GCIA
Foundation
GBL
Teton Advisors
|
121,436
451,759
57,050
56,000
180,000
143,800
|
0.73%
2.70%
0.34%
0.33%
1.08%
0.86%
|
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. AC, GBL
and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to
direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 18,000 of its reported
shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer
and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect
to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most
recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(d) The investment
advisory clients of, or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisors and MJG Associates have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and partnership
arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons on behalf of such clients or partnerships. Except as noted, no such client or
partnership has an interest by virtue of such relationship that relates to more than 5% of the Securities.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of Gabelli Funds, Teton Advisors, GAMCO, GCIA and MJG Associates with respect to Securities
owned beneficially by them on behalf of their investment advisory clients, and of MJG Associates and GCIA with respect to Securities owned beneficially by them on behalf of the partnerships or corporations which they directly or indirectly manage,
are held pursuant to written agreements with such clients, partnerships and funds.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is attached hereto. The following Exhibit B is incorporated by reference to Exhibit B in the Initial
Schedule 13D of the Reporting Persons with respect to Lincare Holdings Inc.
Exhibit A:
|
Joint Filing Agreement
|
Exhibit B:
|
Powers of Attorney to David M. Goldman and Douglas R. Jamieson from Mario J. Gabelli individually and/or as an executive officer or director
of any entity of which Mr. Gabelli serves.
|
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.
Dated: August 22, 2022
GGCP, INC.
MARIO J. GABELLI
GABELLI FOUNDATION, INC.
By:/s/ David Goldman
David Goldman
Attorney-in-Fact
GABELLI FUNDS, LLC
TETON ADVISORS, LLC
By:/s/ David Goldman
David Goldman
General Counsel – Gabelli Funds, LLC
Counsel – Teton Advisors, LLC
GAMCO INVESTORS, INC.
By:/s/ Peter D. Goldstein
Peter D. Goldstein
General
Counsel – GAMCO Investors, Inc.
ASSOCIATED CAPITAL GROUP, INC.
GAMCO ASSET MANAGEMENT INC.
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President
& Chief Executive Officer – Associated Capital
Group, Inc.
President – GAMCO Asset Management Inc.
President – Gabelli & Company Investment Advisers, Inc.
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:
The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation
or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management
Inc., Gabelli Funds, LLC, G.research, LLC, Teton Advisors, LLC, or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, or Gabelli & Company Investment Advisers, Inc. or Associated
Capital Group, Inc., the business address of each of which is 191 Mason Street, Greenwich, CT 06830 and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years,
no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result
of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as
reported in Item 2(d) and (e) of this Schedule 13D.
|
GAMCO Investors, Inc.
Directors:
|
|
|
Edwin L. Artzt
Raymond C. Avansino
Leslie B. Daniels
|
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman & Chief Executive Officer
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Operating Partner
AE Industrial Partners, LP
2500 N. Military Trail, Suite 470
Boca Raton, FL 33431
|
|
Mario J. Gabelli
Elisa M. Wilson
Douglas R. Jamieson
|
Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Director
c/o GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
President and Chief Executive Officer of Associated Capital Group, Inc.
President, Chief Operating Officer and Managing Director of GAMCO Asset Management Inc.
|
|
|
|
|
Eugene R. McGrath
|
Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
4 Irving Place
New York, NY 10003
|
|
Robert S. Prather
|
President & Chief Executive Officer
Heartland Media, LLC
1843 West Wesley Road
Atlanta, GA 30327
|
|
Agnes Mullady
|
Former Senior Vice President of GAMCO Investors, Inc.
|
|
Alexis Glick
|
Former Chief Executive Officer of GENYOUth
|
|
Officers:
|
|
|
Mario J. Gabelli
|
Chairman and Chief Executive Officer
|
|
Peter D. Goldstein
Kieran Caterina
|
General Counsel
Chief Accounting Officer
|
|
|
|
|
GAMCO Asset Management Inc.
Directors:
|
|
|
Douglas R. Jamieson
Regina M. Pitaro
Paul Swirbul
Christopher Desmarais
|
|
|
Officers:
|
|
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer – Value Portfolios
|
|
Douglas R. Jamieson
David Goldman
|
President, Chief Operating Officer and Managing Director
General Counsel, Secretary & Chief Compliance Officer
|
|
Gabelli Funds, LLC
Officers:
|
|
|
Mario J. Gabelli
|
Chief Investment Officer – Value Portfolios
|
|
David Goldman
|
Vice President, Corporate Development and General Counsel
|
|
Richard Walz
|
Chief Compliance Officer
|
|
Kieran Caterina
|
Chief Accounting Officer
|
|
John Ball
|
Senior Vice President, Fund Administration
|
|
|
|
|
Gabelli Foundation, Inc.
Officers:
|
|
Mario J. Gabelli
|
Chairman, Trustee & Chief Investment Officer
|
Elisa M. Wilson
Marc Gabelli
Matthew R. Gabelli
Michael Gabelli
|
President
Trustee
Trustee
Trustee
|
GGCP, Inc.
Directors:
|
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
|
Marc Gabelli
|
President – GGCP, Inc.
|
Matthew R. Gabelli
|
Vice President – Trading
G.research, LLC
One Corporate Center
Rye, NY 10580
|
Michael Gabelli
|
President & COO
Gabelli & Partners, LLC
One Corporate Center
Rye, NY 10580
|
Frederic V. Salerno
|
Chairman
Former Vice Chairman and Chief Financial Officer
Verizon Communications
|
Vincent S. Tese
|
Executive Chairman – FCB Financial Corp
|
Elisa M. Wilson
|
Director
|
|
|
Officers:
|
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer
|
Marc Gabelli
|
President
|
|
|
GGCP Holdings LLC
Members:
GGCP, Inc.
Mario J. Gabelli
|
Manager and Member
Member
|
Teton Advisors, LLC
Directors:
|
|
Marc Gabelli
Vincent J. Amabile
Stephen G. Bondi, CPA
Aaron J. Feingold, M.D.
Nicholas F. Galluccio
Kevin M. Keeley
James C. Abbott, CFA, CAIA
Herve D. Francois
Jason D. Lamb
|
Chief Executive Officer & Chairman of the Board
Founder- Amabile Partners
Chief Financial Officer – Mittleman Brothers, LLC
President and Founder – Raritan Bay Cardiology Group
Chairman of Teton Advisors, LLC
President & Executive Chairman – Keeley Teton Advisors, LLC
Former Chairman and CEO of Carillon Tower Advisors
Multifamily real estate investors
Special advisor to the LGL Systems Acquisition Corporation
|
Officers:
|
|
Marc Gabelli
Patrick B. Huvane, CPA, CFA
Casey Haars
Tiffany Hayden
|
See above
Chief Financial Officer
Controller
Chief Compliance Officer
|
|
|
Associated Capital Group, Inc.
Directors:
|
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
|
Marc Gabelli
|
President – GGCP, Inc.
|
Douglas R. Jamieson
|
President and Chief Executive Officer
|
Bruce Lisman
|
Former Chairman - JP Morgan – Global Equity Division
|
Daniel R. Lee
|
Chief Executive Officer
Full House Resorts, Inc.
4670 South Ford Apache Road, Suite 190
Las Vegas, NV 89147
|
Richard T. Prins
|
Former Partner
Skadden, Arps, Slate, Meagher & Flom LLP
|
Salvatore F. Sodano
|
Vice Chairman – Retired
Broadridge Financial Solutions
|
Frederic V. Salerno
|
See above
|
Elisa M. Wilson
|
Director
|
Officers:
|
|
Mario J. Gabelli
Douglas R. Jamieson
Patrick Huvane
Ian McAdams
Peter D. Goldstein
David Goldman
|
Executive Chairman
President and Chief Executive Officer
Interim Co-Chief Financial Officer
Interim Co-Chief Financial Officer
Chief Legal Officer
General Counsel
|
|
|
Gabelli & Company Investment Advisers, Inc.
|
|
Directors:
|
|
Douglas R. Jamieson
|
|
Officers:
|
|
Douglas R. Jamieson
John Givissis
Craig A. Weynand
|
Chief Executive Officer and President
Controller
Chief Compliance Officer
|
G.research, LLC
|
|
Officers:
|
|
Cornelius V. McGinity
|
Office of the Chairman
|
Vincent Amabile
|
President
|
Bernard Frize
Joseph Fernandez
|
Chief Compliance Officer
Controller and Financial and Operations Principal
|
|
|
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
CLASS A COMMON STOCK – PZENA INVESTMENT MANAGEMENT, INC.
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
|
|
GABELLI ASSOCIATES FUND
|
|
|
8/19/2022
|
1,800
|
9.5400
|
|
|
8/18/2022
|
1,100
|
9.5339
|
|
|
8/17/2022
|
8,300
|
9.5364
|
|
GABELLI ASSOCIATES LIMITED
|
|
|
8/19/2022
|
2,600
|
9.5400
|
|
|
8/18/2022
|
1,900
|
9.5339
|
|
|
8/17/2022
|
12,100
|
9.5364
|
|
GABELLI ASSOCIATES FUND II
|
|
|
8/19/2022
|
600
|
9.5400
|
|
|
8/18/2022
|
350
|
9.5339
|
|
|
8/17/2022
|
2,700
|
9.5364
|
|
GABELLI ASSOCIATES LIMITED II E
|
|
|
8/19/2022
|
1,000
|
9.5400
|
|
|
8/18/2022
|
600
|
9.5339
|
|
|
8/17/2022
|
4,700
|
9.5364
|
|
|
|
|
|
GABELLI FUNDS, LLC
|
|
GABELLI ABC FUND
|
|
|
8/16/2022
|
16,618
|
9.5300
|
|
|
8/15/2022
|
10,882
|
9.5300
|
|
|
8/12/2022
|
19,700
|
9.5300
|
|
|
8/11/2022
|
7,700
|
9.5300
|
|
|
8/10/2022
|
100
|
9.5300
|
|
COMSTOCK CAPITAL VALUE FUND
|
|
|
8/17/2022
|
1,000
|
9.5364
|
|
GABELLI ENTERPRISE M&A FUND
|
|
|
8/15/2022
|
2,500
|
9.5300
|
|
|
8/12/2022
|
19,800
|
9.5300
|
|
|
8/11/2022
|
7,700
|
9.5300
|
|
GAMCO MERGER ARBITRAGE UCITS
|
|
|
8/19/2022
|
7,881
|
9.5400
|
|
|
8/18/2022
|
1,269
|
9.5339
|
|
|
8/17/2022
|
39,700
|
9.5364
|
|
GDL FUND
|
|
|
8/15/2022
|
2,611
|
9.5300
|
|
|
8/12/2022
|
19,615
|
9.5300
|
|
|
8/11/2022
|
7,774
|
9.5300
|
|
GABELLI GLOBAL FINANCIAL SERVICES FUND
|
|
|
8/19/2022
|
-4,000
|
9.5400
|
|
|
8/17/2022
|
-4,500
|
9.5400
|
|
|
8/10/2022
|
-2,500
|
9.5700
|
|
|
8/9/2022
|
-2,400
|
9.5042
|
|
|
8/8/2022
|
-1,600
|
9.5100
|
|
GABELLI MERGER PLUS+ TRUST
|
|
|
8/19/2022
|
950
|
9.5400
|
|
|
8/18/2022
|
500
|
9.5339
|
|
|
8/17/2022
|
4,200
|
9.5364
|
|
GABELLI SMALL CAP GROWTH FUND
|
|
|
8/19/2022
|
-828
|
9.5500
|
|
|
|
|
|
GAMCO ASSET MANAGEMENT INC.
|
|
|
8/19/2022
|
200
|
9.5400
|
|
|
8/18/2022
|
400
|
9.5339
|
|
|
8/17/2022
|
681
|
9.5364
|
|
|
|
|
|
GAMCO INVESTORS, INC.
|
|
|
8/19/2022
|
-6,232
|
9.5400
|
|
|
|
|
|
TETON ADVISORS, LLC
|
|
|
8/18/2022
|
-1,318
|
9.5500
|
|
|
8/17/2022
|
-4,882
|
9.5500
|
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock of Pzena
Investment Management, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this August 22, 2022
|
MARIO J. GABELLI
GGCP, INC.
MJG ASSOCIATES, INC.
GABELLI FOUNDATION, INC.
By:/s/ David Goldman
David Goldman
Attorney-in-Fact
|
|
TETON ADVISORS, LLC
GABELLI FUNDS, LLC
By: /s/ David Goldman
David Goldman
General Counsel – Gabelli Funds, LLC
Counsel - Teton Advisors, LLC &
|
|
GAMCO INVESTORS, INC.
By:/s/ Peter D. Goldstein
Peter D. Goldstein
General Counsel – GAMCO Investors, Inc.
|
|
ASSOCIATED CAPITAL GROUP, INC.
GAMCO ASSET MANAGEMENT INC.
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
G.RESEARCH, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President & Chief Executive Officer – Associated Capital Group,
Inc.
President – GAMCO Asset Management Inc.
Vice President – Gabelli & Company Investment Advisers, Inc.
Secretary – G.research, Inc.
|