UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A 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. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Brahman Capital Corp. 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 313,900 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 313,900 9. Aggregate Amount Beneficially Owned by Each Reporting Person 313,900 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 5.14% 12. Type of Reporting Person (See Instructions) CO CUSIP No. 74731Q103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Brahman Management, L.L.C. 2. Check the Appropriate Box if a Member of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 195,000 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 195,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 195,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 3.19% 12. Type of Reporting Person (See Instructions) OO CUSIP No. 74731Q103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Peter A. Hochfelder 2. Check the Appropriate Box if a Member of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 313,900 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 313,900 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 313,900 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 5.14% 12. Type of Reporting Person (See Instructions) IN CUSIP No. 74731Q103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Robert J. Sobel 2. Check the Appropriate Box if a Member of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 313,900 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 313,900 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 313,900 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 5.14% 12. Type of Reporting Person (See Instructions) IN CUSIP No. 74731Q103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mitchell A. Kuflik 2. Check the Appropriate Box if a Member of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 313,900 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 313,900 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 313,900 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 5.14% 12. Type of Reporting Person (See Instructions) IN Item 1. (a) Issuer: Pzena Investment Management Inc. 1. Address: 120 West 45th Street 20th Floor New York, New York 10036 Item 2. (a) Name of Person Filing: Brahman Capital Corp. Brahman Management, L.L.C. Peter A. Hochfelder Robert J. Sobel Mitchell A. Kuflik (b) Address of Principal Business Offices: 655 Third Avenue 11th Floor New York, New York 10017 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common Stock (e) CUSIP Number: 74731Q103 Item 3. Not Applicable Item 4. Ownership Please see Items 5 - 9 and 11 on each cover sheet for each filing separately Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Reporting persons are holding 5.14% of the securities on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, such securities. Brahman Capital Corp. and Brahman Management, L.L.C. hold shares on behalf of Brahman Partners II, L.P. (22,900 shares), Brahman Partners III, L.P. (64,900 shares), Brahman Institutional Partners, L.P. (27,100 shares), B Y Partners, L.P. (64,900 shares), Brahman C.P.F. Partners, L.P. (15,200 shares), and Brahman Partners II Offshore, Ltd. (118,900 shares). Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Please see Joint Filing Statement 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 acquired and held in the ordinary course of business and 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. Date: February 14, 2008 Brahman Capital Corp. By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder Title: President Brahman Management, L.L.C. By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder Title: Managing Member By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder By: /s/ Robert J. Sobel -------------------------- Name: Robert J. Sobel By: /s/ Mitchell A. Kuflik -------------------------- Name: Mitchell A. Kuflik JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 14, 2008, (the "Schedule 13G/A"), with respect to the Class A Common Stock, par value $0.01 per share, of Pzena Investment Management Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 14th day of February, 2008. Brahman Capital Corp. By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder Title: President Brahman Management, L.L.C. By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder Title: Managing Member By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder By: /s/ Robert J. Sobel -------------------------- Name: Robert J. Sobel By: /s/ Mitchell A. Kuflik -------------------------- Name: Mitchell A. Kuflik