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 disclosures provided in a prior cover page.

Name of Reporting Person:

TD Asset Management Inc.

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization:

Canada

NUMBER OF  

SHARES  

BENEFICIALLY   OWNED BY  

EACH  

REPORTING   PERSON  

WITH  

Sole Voting Power

0

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

0

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐

Percent of Class Represented by Amount in Row (9):

0%

Type of Reporting Person (See Instructions):

Name of Reporting Person:

Epoch Investment Partners, Inc.

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization:

USA

NUMBER OF  

SHARES  

BENEFICIALLY   OWNED BY  

EACH  

REPORTING   PERSON  

WITH  

Sole Voting Power

1,384,752

Shared Voting Power

0

Sole Dispositive Power

1,384,752

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

1,384,752

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐

Percent of Class Represented by Amount in Row (9):

8.02%

Type of Reporting Person (See Instructions):

(a). Name of Issuer

Pzena Investment Management, Inc. (the “Issuer”)

(b). Address of Issuer’s Principal Executive Offices:

320 Park Avenue | New York | New York, 10022

Canada Trust Tower, BCE Place, 161 Bay Street, 35th Floor, Toronto, Ontario, M5J 2T2

Citizenship: Canada

(ii) Epoch Investment Partners, Inc. (“Epoch”)

399 Park Avenue, New York, New York 10022

Citizenship: USA

(a)   Amount beneficially owned:

TDAM individually beneficially owns 0 shares of Common Stock.

Epoch individually beneficially owns 1,384,752 shares of Common Stock.

Collectively, the Reporting Persons beneficially own 1,384,752 shares of Common Stock.

(b)  Percent of class:

The ownership percentages set forth below are based on 17,277,000 shares of the Issuer’s Common Stock outstanding as of December 31st, 2018.

TDAM may be deemed to beneficially own approximately 0 % of the outstanding shares of Common Stock.

Epoch may be deemed the beneficial owner of approximately 8.02% of the shares of Common Stock outstanding.

Collectively, the Reporting Persons may be deemed the beneficial owner of approximately 8.02% of the outstanding shares of Common Stock.

(c)   Number of Shares as to which the Reporting Person has:

TDAM:

(i) Sole power to vote or to direct the vote:

0

(ii)  Shared power to vote or to direct the vote:

0

(iii)  Sole power to dispose or to direct the disposition of:

0

(iv) Shared power to dispose or to direct the disposition of:

0

Epoch:

(i) Sole power to vote or to direct the vote:

1,384,752

(ii)  Shared power to vote or to direct the vote:

0

(iii)  Sole power to dispose or to direct the disposition of:

1,384,752

(iv) Shared power to dispose or to direct the disposition of:

0

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:  ☐

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

This Item 6 is not applicable.

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

This Item 7 is not applicable.

Identification and Classification of Members of the Group.

The filing of this statement should not be construed to be an admission that the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act or the rules thereunder.

Notice of Dissolution of Group.

This Item 9 is not applicable.

Certification.

Each of the Reporting Persons hereby makes the following 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.