X0306 4 2013-01-01 0 0001399249 Pzena Investment Management, Inc. PZN 0001411021 Meyerowich Richard P. C/O PZENA INVESTMENT MANAGEMENT, INC. 120 WEST 45TH STREET, 20TH FLOOR NEW YORK NY 10036 1 0 0 0 Phantom Class A common stock 2013-01-01 4 A 0 14814 5.40 A Class A common stock, par value $0.01 14814 51689 D Issued in connection with the Reporting Person's 2013 non-employee director annual retainer in the amount of $70,000, together with $10,000 for service as chair of the Audit Committee. This compensation is payable at the director's option, either 100% in cash, 100% in shares of the Issuer's Class A common stock, or 50% payable in cash and 50% in shares of the Issuer's Class A common stock. All shares of the Issuer's Class A common stock were valued at the closing price on December 31, 2012. Each share of Phantom Class A common stock ("Phantom Stock") is the economic equivalent of one share of the Issuer's Class A common stock ("Common Stock"). The shares of Phantom Stock become payable in a single distribution of shares of Common Stock, at such time as elected by the Reporting Person at the time such deferral was made pursuant to Section 3.4 of the Pzena Investment Management, Inc. Non-Employee Director Deferred Compensation Plan (previously filed as Exhibit 10.1 to the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2009). Includes an aggregate of 2,587 shares of Phantom Stock issued in-kind as dividend payments. /s/ Joan F. Berger, as attorney-in-fact for Richard P. Meyerowich 2013-01-03