Filing Details
- Accession Number:
- 0000807249-22-000094
- Form Type:
- 13D Filing
- Publication Date:
- 2022-08-07 20:00:00
- Filed By:
- GAMCO Investors
- Company:
- Pzena Investment Management Inc. (NYSE:PZN)
- Filing Date:
- 2022-08-08
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Gabelli Funds | 297,087 | 297,087 | 297,087 | 1.78% | ||
GAMCO Asset Management Inc. I.D. No . 13-40445 | 102,155 | 120,155 | 120,155 | 0.72% | ||
Gabelli Company Investment Advisers, Inc. I.D. No . 13-3379374 | 19,300 | 19,300 | 19,300 | 0.12% | ||
Teton Advisors | 150,000 | 150,000 | 150,000 | 0.90% | ||
Gabelli Foundation, Inc. I.D. No . 94 | 56,000 | 56,000 | 56,000 | 0.33% | ||
GGCP, Inc. I.D. No . 13-3056041 | 0.00% | |||||
GAMCO Investors, Inc. I.D. No . 13-400786 | 186,232 | 186,232 | 186,232 | 1.11% | ||
Associated Capital Group, Inc. I.D. No. 47-3965991 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | 0.00% | |||||
Mario J. Gabelli | 0.00% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Pzena Investment Management, Inc.
(Name of Issuer)
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)
______________________July 28, 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 297,087 (Item 5) | |
: 8 : : : | Shared voting power None | ||
: 9 : : : | Sole dispositive power 297,087 (Item 5) | ||
:10 : : : | Shared dispositive power None | ||
11 | Aggregate amount beneficially owned by each reporting person 297,087 (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) 1.78% | ||
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 102,155 (Item 5) | |
: 8 : : : | Shared voting power None | ||
: 9 : : : | Sole dispositive power 120,155 (Item 5) | ||
:10 : : : | Shared dispositive power None | ||
11 | Aggregate amount beneficially owned by each reporting person 120,155 (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) 0.72% | ||
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 19,300 (Item 5) | |
: 8 : : : | Shared voting power None | ||
: 9 : : : | Sole dispositive power 19,300 (Item 5) | ||
:10 : : : | Shared dispositive power None | ||
11 | Aggregate amount beneficially owned by each reporting person 19,300 (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) 0.12% | ||
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 150,000 (Item 5) | |
: 8 : : : | Shared voting power None | ||
: 9 : : : | Sole dispositive power 150,000 (Item 5) | ||
:10 : : : | Shared dispositive power None | ||
11 | Aggregate amount beneficially owned by each reporting person 150,000 (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) 0.90% | ||
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 186,232 (Item 5) | |
: 8 : : : | Shared voting power None | ||
: 9 : : : | Sole dispositive power 186,232 (Item 5) | ||
:10 : : : | Shared dispositive power None | ||
11 | Aggregate amount beneficially owned by each reporting person 186,232 (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) 1.11% | ||
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 $7,251,366 to purchase the Securities reported as beneficially owned in Item 5.
GAMCO and Gabelli Funds used approximately $1,097,875 and $2,562,513, 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 Securities for such clients. GCIA used approximately $181,806 of client funds to purchase the Securities reported by it. Foundation used approximately $496,634 of funds of a private
entity to purchase the Securities reported by it. GBL used approximately $1,665,159 of working capital to purchase the Securities reported by it. Teton used approximately $1,247,379 of funds of investment advisory clients to purchase the 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) On July 28, 2022, the Reporting Persons held 854,375 shares, representing 5.10% of the Issuer’s shares outstanding. The aggregate
number of Securities to which this Schedule 13D relates, as of August 5, 2022, is 828,774 shares, representing 4.95% 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 | 120,155 297,087 19,300 56,000 186,232 150,000 | 0.72% 1.78% 0.12% 0.33% 1.11% 0.90% |
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) The Reporting Persons ceased to be beneficial
owners of 5% or more of the Issuer’s common stock on August 4, 2022.
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 8, 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 | ||||
7/28/2022 | 5,800 | 9.4200 | ||
GABELLI ASSOCIATES LIMITED | ||||
7/28/2022 | 8,300 | 9.4200 | ||
GABELLI ASSOCIATES FUND II | ||||
7/28/2022 | 1,900 | 9.4200 | ||
GABELLI ASSOCIATES LIMITED II E | ||||
7/28/2022 | 3,300 | 9.4200 | ||
GABELLI FOUNDATION, INC. | ||||
7/25/2022 | 2,000 | 6.8800 | ||
6/13/2022 | 1,000 | 6.3790 | ||
6/1/2022 | 3,000 | 7.0500 | ||
GABELLI FUNDS, LLC | ||||
GABELLI EQUITY TRUST | ||||
8/4/2022 | -21,104 | 9.4900 | ||
8/3/2022 | -2,836 | 9.5000 | ||
8/2/2022 | -1,660 | 9.4700 | ||
6/15/2022 | 500 | 6.3500 | ||
6/14/2022 | 500 | 6.2500 | ||
6/13/2022 | 500 | 6.4887 | ||
GAMCO MERGER ARBITRAGE UCITS | ||||
7/28/2022 | 27,150 | 9.4200 | ||
GABELLI GLOBAL FINANCIAL SERVICES FUND | ||||
7/5/2022 | 1,000 | 6.3480 | ||
7/1/2022 | 2,000 | 6.5863 | ||
6/16/2022 | 1,000 | 6.2000 | ||
6/15/2022 | 1,000 | 6.3500 | ||
6/14/2022 | 1,000 | 6.2500 | ||
6/13/2022 | 1,000 | 6.4887 | ||
6/9/2022 | 1,000 | 6.6250 | ||
GABELLI MERGER PLUS+ TRUST | ||||
7/28/2022 | 3,000 | 9.4200 | ||
GAMCO ASSET MANAGEMENT INC. | ||||
7/28/2022 | 550 | 9.4200 | ||
7/20/2022 | 605 | 6.8978 | ||
6/30/2022 | 1,000 | 6.6148 | ||
6/30/2022 | 2,000 | 6.5901 | ||
GAMCO INVESTORS, INC. | ||||
7/27/2022 | 170,732 | 9.3800 | ||
(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 8, 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. |
19