SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934 (Amendment No. 1)
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)
______________________October
27, 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
326,708 (Item 5)
|
: 8
:
:
:
|
Shared
voting power
None
|
: 9
:
:
:
|
Sole
dispositive power
326,708 (Item 5)
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
326,708 (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)
1.96%
|
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
98,286 (Item 5)
|
: 8
:
:
:
|
Shared
voting power
None
|
: 9
:
:
:
|
Sole
dispositive power
111,286 (Item 5)
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
111,286 (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)
0.67%
|
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
42,550 (Item 5)
|
: 8
:
:
:
|
Shared
voting power
None
|
: 9
:
:
:
|
Sole
dispositive power
42,550 (Item 5)
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
42,550 (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)
0.25%
|
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
60,000 (Item 5)
|
: 8
:
:
:
|
Shared
voting power
None
|
: 9
:
:
:
|
Sole
dispositive power
60,000 (Item 5)
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
60,000 (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)
0.36%
|
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
45,000 (Item 5)
|
: 8
:
:
:
|
Shared
voting power
None
|
: 9
:
:
:
|
Sole
dispositive power
45,000 (Item 5)
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
45,000 (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)
0.27%
|
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
119,000 (Item
5)
|
: 8
:
:
:
|
Shared
voting power
None
|
: 9
:
:
:
|
Sole
dispositive power
119,000 (Item
5)
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
119,000 (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)
0.71%
|
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
This Amendment
No. 1 to Schedule 13D on the Class A Common Stock of Pzena
Investment Management, Inc. (the “Issuer”) is being filed on
behalf of the undersigned to amend the Schedule 13D, as amended
(the “Schedule 13D”) which was originally filed on August 22,
2022. Unless otherwise indicated, all capitalized terms used
herein but not defined herein shall have the same meanings as set
forth in the Schedule 13D.
Item 2. Identity and
Background
Item 2 to
Schedule 13D is amended, in pertinent part, as follows:
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 whose stock is quoted on the OTCQX
platform, 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 5. Interest In Securities Of
The Issuer
Item 5 to
Schedule 13D is amended, in pertinent part, as follows:
(a) The
aggregate number of Securities to which this Schedule 13D relates
is 704,544 shares, representing 4.22% of the 16,696,696 shares
outstanding in the Issuer’s most recently filed Proxy Statement
filed on September 27, 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
|
111,286
326,708
42,550
45,000
119,000
60,000
|
0.67%
1.96%
0.25%
0.27%
0.71%
0.36%
|
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 13,000 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.
(e)
The Reporting Persons ceased to be beneficial owners of 5% or more
of the Issuer’s common stock on October 27, 2022.
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: October 28, 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
|
|
|
10/27/2022
|
-23,500
|
9.6102
|
|
|
10/26/2022
|
-2,550
|
9.5726
|
|
|
10/6/2022
|
2,750
|
9.4695
|
|
|
10/4/2022
|
1,850
|
9.4800
|
|
|
9/16/2022
|
1,400
|
9.5886
|
|
|
9/15/2022
|
250
|
9.5900
|
|
|
9/9/2022
|
6,000
|
9.5699
|
|
GABELLI ASSOCIATES LIMITED
|
|
|
10/27/2022
|
-35,900
|
9.6102
|
|
|
10/26/2022
|
-3,900
|
9.5726
|
|
|
10/6/2022
|
4,150
|
9.4695
|
|
|
10/4/2022
|
5,000
|
9.4800
|
|
|
9/16/2022
|
2,050
|
9.5886
|
|
|
9/15/2022
|
300
|
9.5900
|
|
|
9/9/2022
|
8,700
|
9.5699
|
|
GABELLI ASSOCIATES FUND II
|
|
|
10/27/2022
|
-8,050
|
9.6102
|
|
|
10/26/2022
|
-900
|
9.5726
|
|
|
10/6/2022
|
950
|
9.4695
|
|
|
10/4/2022
|
1,000
|
9.4800
|
|
|
9/16/2022
|
450
|
9.5886
|
|
|
9/15/2022
|
100
|
9.5900
|
|
|
9/9/2022
|
2,150
|
9.5699
|
|
GABELLI ASSOCIATES LIMITED II E
|
|
|
10/27/2022
|
-13,700
|
9.6102
|
|
|
10/26/2022
|
-1,500
|
9.5726
|
|
|
10/6/2022
|
1,600
|
9.4695
|
|
|
10/4/2022
|
1,650
|
9.4800
|
|
|
9/16/2022
|
800
|
9.5886
|
|
|
9/15/2022
|
150
|
9.5900
|
|
|
9/9/2022
|
3,350
|
9.5699
|
|
|
|
|
|
GABELLI FOUNDATION, INC.
|
|
|
10/24/2022
|
-11,000
|
9.5700
|
|
|
|
|
|
GABELLI FUNDS, LLC
|
|
GABELLI EQUITY TRUST
|
|
|
10/26/2022
|
-10,000
|
9.5700
|
|
|
9/22/2022
|
-1,500
|
9.5637
|
|
|
9/21/2022
|
-1,500
|
9.5867
|
|
|
9/20/2022
|
-1,500
|
9.5831
|
|
GAMCO MERGER ARBITRAGE UCITS
|
|
|
10/27/2022
|
-98,013
|
9.6102
|
|
|
10/26/2022
|
-11,700
|
9.5726
|
|
|
10/6/2022
|
10,200
|
9.4695
|
|
|
10/4/2022
|
9,350
|
9.4800
|
|
|
9/16/2022
|
5,935
|
9.5886
|
|
|
9/15/2022
|
349
|
9.5900
|
|
|
9/9/2022
|
18,447
|
9.5699
|
|
GABELLI GLOBAL FINANCIAL SERVICES
FUND
|
|
|
10/21/2022
|
-3,798
|
9.5722
|
|
|
10/20/2022
|
-2,000
|
9.5657
|
|
|
10/19/2022
|
-3,000
|
9.5541
|
|
|
10/13/2022
|
-4,000
|
9.5425
|
|
|
10/11/2022
|
-2,000
|
9.5650
|
|
|
10/10/2022
|
-5,000
|
9.5502
|
|
|
10/7/2022
|
-6,000
|
9.4467
|
|
|
9/30/2022
|
-1,500
|
9.5100
|
|
|
9/29/2022
|
-3,276
|
9.5385
|
|
|
9/28/2022
|
-2,000
|
9.5800
|
|
|
9/27/2022
|
-4,000
|
9.5852
|
|
|
9/26/2022
|
-4,000
|
9.5754
|
|
|
9/23/2022
|
-12,697
|
9.5585
|
|
|
9/22/2022
|
-1,500
|
9.5637
|
|
|
9/21/2022
|
-1,500
|
9.5867
|
|
|
9/20/2022
|
-1,400
|
9.5831
|
|
|
9/16/2022
|
-1,000
|
9.5950
|
|
|
9/15/2022
|
-700
|
9.6000
|
|
|
9/14/2022
|
-3,125
|
9.5914
|
|
|
9/13/2022
|
-2,000
|
9.5900
|
|
|
9/6/2022
|
-5,000
|
9.6181
|
|
GABELLI MERGER PLUS+ TRUST
|
|
|
10/27/2022
|
-8,550
|
9.6102
|
|
|
10/26/2022
|
-4,100
|
9.5726
|
|
|
9/16/2022
|
750
|
9.5886
|
|
|
9/9/2022
|
3,100
|
9.5699
|
|
|
|
|
|
GAMCO ASSET MANAGEMENT INC.
|
|
|
10/27/2022
|
-3,150
|
9.6102
|
|
|
10/26/2022
|
-350
|
9.5726
|
|
|
10/10/2022
|
-5,000
|
9.5350
|
|
|
10/10/2022
|
-5,000
|
9.5300
|
|
|
10/6/2022
|
350
|
9.4695
|
|
|
10/4/2022
|
1,150
|
9.4800
|
|
|
9/16/2022
|
200
|
9.5886
|
|
|
9/9/2022
|
650
|
9.5699
|
|
|
|
|
|
GAMCO INVESTORS, INC.
|
|
|
10/17/2022
|
-4,000
|
9.5501
|
|
|
10/13/2022
|
-10,999
|
9.5405
|
|
|
9/29/2022
|
-4,000
|
9.5300
|
|
|
9/26/2022
|
-26,001
|
9.5708
|
|
|
9/23/2022
|
-16,000
|
9.5675
|
|
|
|
|
|
TETON ADVISORS, LLC
|
|
|
10/26/2022
|
-18,000
|
9.5800
|
|
|
10/25/2022
|
-5,954
|
9.5735
|
|
|
10/24/2022
|
-21,925
|
9.5709
|
|
|
10/21/2022
|
-5,095
|
9.5800
|
|
|
10/19/2022
|
-18,018
|
9.5511
|
|
|
10/18/2022
|
-1,008
|
9.5800
|
|
|
9/28/2022
|
-3,200
|
9.5775
|
|
|
9/6/2022
|
-1,800
|
9.6200
|
|
|
|
|
|
(1) UNLESS OTHERWISE INDICATED, ALL
TRANSACTIONS WERE EFFECTED
ON THE
NYSE.
(2) PRICE EXCLUDES COMMISSION.