UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-33761
PZENA INVESTMENT MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Pzena
Investment Management, Inc.
320 Park Avenue
New York, New York 10022
(212) 355-1600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock, $0.01 par value
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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| Rule 12g-4(a)(1) |
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☒ |
| Rule 12g-4(a)(2) |
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☐ |
| Rule 12h-3(b)(1)(i) |
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☒ |
| Rule 12h-3(b)(1)(ii) |
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☐ |
| Rule 15d-6 |
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☐ |
Approximate number of holders of record as of the certification or notice date: One (1)
Explanatory Note: Effective October 31, 2022, Pzena Investment Management, Inc. (the “Company”) merged with and into Panda Merger
Sub, LLC, a wholly owned subsidiary of Pzena Investment Management, LLC, with Panda Merger Sub, LLC surviving the merger and continuing as a privately-held company.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.
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PZENA INVESTMENT MANAGEMENT, INC. |
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| Date: November 10, 2022 |
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By: |
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/s/ Jessica R. Doran |
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Name: Jessica R. Doran Title: Chief
Financial Officer |