Pzena
Investment Management, Inc.
|
(Name
of Issuer)
|
Class
A Common Stock, Par Value $0.01 Per share
|
(Title
of Class of Securities)
74731Q103
|
(CUSIP
Number)
|
February
3, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cacti Asset Management,
LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
/ /
(b)
/X/
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Georgia
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
330,750 shares
|
6
|
SHARED
VOTING POWER
0 shares
|
|
7
|
SOLE
DISPOSITIVE POWER
330,750 shares
|
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,750 shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4 %
|
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joshua S.
Pechter
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
/ /
(b)
/X/
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
330,750
shares
|
6
|
SHARED
VOTING POWER
0 shares
|
|
7
|
SOLE
DISPOSITIVE POWER
330,750
shares
|
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,750
shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.40%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cacti Partners,
L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
/ /
(b)
/X/
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
100,000
shares
|
6
|
SHARED
VOTING POWER
0 shares
|
|
7
|
SOLE
DISPOSITIVE POWER
100,000
shares
|
|
8
|
SHARED
DISPOSITIVE POWER
0 shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
|
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices
|
|
The
Issuer's principal executive offices are located at 120 West
45th Street
|
|
New
York, New York, 10036.
|
Item 3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
|
x |
Not
Applicable
|
|
(a)
|
o |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
|
(b)
|
o |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
o |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
|
(d)
|
o |
Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
(e)
|
o |
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
|
(f)
|
o |
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
|
(g)
|
o |
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).
|
(h)
|
o |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
|
(i)
|
o |
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)
|
o |
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
|
330,750
shares
|
|
5.4%
(based on 6,123,494 shares
of Class A Common Stock outstanding as of November 13, 2008 as reported in
the Issuer’s 10Q filed November 13,
2008)
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
|
(a)
|
Amount
beneficially owned:
|
|
100,000
shares
|
|
(b)
|
Percent
of class:
|
|
1.632%
(based on 6,123,494 shares of Class A Common Stock outstanding as of
November 13, 2008 as reported in the Issuer’s 10Q filed November 13,
2008)
|
|
(c)
|
Number
of shares as to which the person
has:
|
|
(v)
|
Shared
power to vote or to direct the vote
|
|
(vi)
|
Sole
power to dispose or to direct the disposition
of
|
|
(vii)
|
Shared
power to dispose or to direct the disposition
of
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
Dated: February
3, 2008
|
CACTI
ASSET MANAGEMENT, LLC
|
By:
/s/ Joshua
Pechter
|
|
Joshua
Pechter, Managing Partner
|
|
/s/
Joshua
Pechter
|
|
JOSHUA
PECHTER
|
|
CACTI
PARTNERS, L.P.
|
|
By: CACTI
ASSET MANAGEMENT, LLC,
|
|
Its
General Partner
|
|
By:
/s/ Joshua
Pechter
|
|
Joshua
Pechter, Managing Partner
|
|
|
Dated: February
3, 2009
|
CACTI
ASSET MANAGEMENT, LLC
|
By:
/s/ Joshua
Pechter
|
|
Joshua
Pechter, Managing Partner
|
|
/s/
Joshua
Pechter
|
|
JOSHUA
PECHTER
|
|
CACTI
PARTNERS, L.P.
|
|
By: CACTI
ASSET MANAGEMENT, LLC, its General Partner
|
|
By:
/s/ Joshua
Pechter
|
|
Joshua
Pechter, Managing Partner
|