UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Pzena Investment Management, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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20-8999751
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(State
of incorporation or
organization)
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(I.R.S.
Employer or
Identification No.)
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120 West 45
th
Street
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New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
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to be so registered
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each class is to be registered
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Class A common stock, par value $0.01 per share
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New York Stock Exchange
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If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b)
of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), please
check the following box.
þ
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(g)
of the Exchange Act and is to become effective General Instruction A.(d), please check the
following box.
o
Securities Act registration statement file number to which this form relates: File No. 333-143660
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
For a description of the securities to be registered hereunder, reference is made to the
information relating to the Class A common stock, par value
$0.01 per share, of Pzena Investment Management, Inc. (the
Registrant) set forth under the heading Description
of Capital Stock in the Registrants Prospectus, which constitutes a part of the Registrants Registration
Statement on Form S-1, as amended (File No. 333-143660) (the Registration Statement), filed under
the Securities Act of 1933, as amended, which information is hereby incorporated herein by
reference.
Item 2. Exhibits.
Not applicable.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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Dated: October 23, 2007
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Pzena Investment Management, Inc.
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By:
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/s/ Wayne A. Palladino
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Name:
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Wayne A. Palladino
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Title:
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Chief Financial Officer
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