-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RMap99piVwoBK4/WaZuxd6xv5AXaMLYXsXNkCADVIH3EydjxHn3MJIZZEmi41CcO cqFU1pAl/JLRL5gqD8tVsw== 0000919574-08-000907.txt : 20080213 0000919574-08-000907.hdr.sgml : 20080213 20080213132051 ACCESSION NUMBER: 0000919574-08-000907 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pzena Investment Management, Inc. CENTRAL INDEX KEY: 0001399249 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 208999751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83243 FILM NUMBER: 08603092 BUSINESS ADDRESS: STREET 1: 120 WEST 45TH STREET STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-355-1600 MAIL ADDRESS: STREET 1: 120 WEST 45TH STREET STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICUS CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001395026 IRS NUMBER: 200074054 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-867-9766 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G/A 1 d849896_13g-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Pzena Investment Management, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 74731Q103 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [x] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 74731Q103 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Americus Capital Advisors, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 74731Q103 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul J. Reiferson 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC CUSIP No. 74731Q103 --------------------- Item 1(a). Name of Issuer: Pzena Investment Management, Inc. ____________________________________________________________________ (b). Address of Issuer's Principal Executive Offices: 120 West 45th Street New York, New York 10036 ____________________________________________________________________ Item 2(a). Name of Person Filing: Americus Capital Advisors, LLC Paul J. Reiferson ____________________________________________________________________ (b). Address of Principal Business Office, or if None, Residence: 660 Madison Avenue, 21st Floor New York, New York 10021 ____________________________________________________________________ (c). Citizenship: Americus Capital Advisors, LLC: Delaware Paul J. Reiferson: United States of America ____________________________________________________________________ (d). Title of Class of Securities: Class A Common Stock ____________________________________________________________________ (e). CUSIP Number: 74731Q103 ____________________________________________________________________ Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Americus Capital Advisors, LLC: 0 Paul J. Reiferson: 0 ______________________________________________________________________ (b) Percent of class: Americus Capital Advisors, LLC: 0% Paul J. Reiferson: 0% ______________________________________________________________________ (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote Americus Capital Advisors, LLC: 0 Paul J. Reiferson: 0 (ii) Shared power to vote or to direct the vote Americus Capital Advisors, LLC: 0 Paul J. Reiferson: 0 (iii) Sole power to dispose or to direct the disposition of Americus Capital Advisors, LLC: 0 Paul J. Reiferson: 0 (iv) Shared power to dispose or to direct the disposition of Americus Capital Advisors, LLC: 0 Paul J. Reiferson: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s. 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s. 240.13d-1(c) or s. 240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. 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. February 13, 2008 ---------------------------------------- (Date) Americus Capital Advisors, LLC By: /s/ Paul J. Reiferson ------------------------- Name: Paul J. Reiferson Title: Managing Principal /s/ Paul J. Reiferson --------------------- Paul J. Reiferson Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated February 13, 2008 relating to Class A Common Stock of Pzena Investment Management, Inc. shall be filed on behalf of the undersigned. Americus Capital Advisors, LLC By: /s/ Paul J. Reiferson ------------------------- Name: Paul J. Reiferson Title: Managing Principal /s/ Paul J. Reiferson --------------------- Paul J. Reiferson SK 25220 0002 849896 -----END PRIVACY-ENHANCED MESSAGE-----