SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. 5)*

Pzena Investment Management, Inc.

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(Name of Issuer)

Class A Common Stock, par value $0.01 per share

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(Title of Class of Securities)

74731Q103

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(CUSIP Number)

December 31, 2015

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(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ X]

Rule 13d-1(b)

[   ]

Rule 13d-1(c)

[   ]

Rule 13d-1(d)

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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 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).

 

Item 1.

(a)

Name of Issuer:

Pzena Investment Management, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

120 West 45^th Street, 20^th Floor

New York, NY 10036

Item 2.

(a)

Name of Person Filing:

Punch & Associates Investment Management, Inc.

(b)

Address of Principal Business Office or, if None, Residence:

3601 West 76^th Street; Suite 225

Edina, MN  55435

(c)

Citizenship:

Minnesota

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.01 per share

(e)

CUSIP Number:

74731Q103

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

[   ]

Broker or dealer registered under Section 15 of the Exchange Act.

 

(b)

[   ]

Bank as defined in Section 3(a)(6) of the Exchange Act.

 

(c)

[   ]

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 

(d)

[   ]

Investment company registered under Section 8 of the Investment Company Act.

 

(e

[X ]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

[   ]

An employee benefit plan or endowment fund in accordance with Rule 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;

 

(i)

[   ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

[   ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

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  [   ]

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

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 that 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.