Washington, D.C. 20549
(Amendment No. 5 )*
Mr. Richard S. Pzena
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☒
The information required on 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).
SCHEDULE 13D
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(1)
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Names of reporting persons
Pzena Investment Management, LLC
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a)
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(b)
☐
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
OO
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(5)
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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(6)
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Citizenship or place of organization
Delaware
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Number of
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(7)
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Sole voting power
1,492,308
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shares
beneficially
owned by
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(8)
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Shared voting power
0
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each
reporting
person
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(9)
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Sole dispositive power
1,674,402
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with:
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
1,674,402
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(12)
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by amount in Row (11)
4.4%
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(14)
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Type of reporting person (see instructions)
IA
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This state
ment constitutes Amendment No. 5
to the Schedule 13D relating to the common stock, par value $0.10 per share (the “Common Stock”), of Essendant Inc., a Delaware corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and
E
x
change Commission on January 15
,
2019
(t
he
“Schedule 13D
Amendment No 4
”).
________________________________________________________________________________
Item 5 is hereby amended in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
Number Percentage of
Reporting Person of Shares Shares
(a) Pzena Investment Management, LLC 1,674,402 4.4%
(b) PIM currently exercises voting authority over shares of Common Stock in the accounts of PIM clients that have delegated proxy voting authority to PIM. Such voting authority may be withdrawn by PIM clients at any time.
Sole Power to vote or direct the vote:
Pzena Investment Management, LLC 1,492,308
Shared Power to vote or direct the vote:
Pzena Investment Management, LLC 0
Sole Power to dispose or to direct the disposition:
Pzena Investment Management, LLC 1,674,402
Shared Power to dispose or to direct the disposition:
Pzena Investment Management, LLC 0
(c) The following table sets forth the Reporting Person transactions in the shares of the Common Stock during the last 60 days:
Pzena Investment Management, LLC
All transactions listed in the schedule below were done at PIM’s discretion for PIM’s clients.
Number of Average Transaction
Date Shares Price Per Share Effected
12/03/18 57,895 12.66 Open Market Sale
12/04/18 120,870 12.66 Open Market Sale
12/06/18 3,701 12.65 Open Market Sale
12/07/18 1,200 12.65 Open Market Sale
12/10/18 45,124 12.65 Open Market Sale
12/14/18 358,404 12.60 Open Market Sale
12/17/18 3,171 12.46 Open Market Sale
12/19/18 25,806 12.35 Open Market Sale
12/24/18 3,777 11.97 Open Market Sale
12/28/18 1,126 12.42 Open Market Sale
01/03/19 98,246 12.67 Open Market Sale
01/04/19 123,876 12.65 Open Market Sale
01/07/19 62,593 12.65 Open Market Sale
01/08/19 13,80 12.65 Open Market Sale
01/09/19
185
,498
12.62 Open Market Sale
01/10/19 87,798 12.64 Open Market Sale
01/11/19 283,006 12.60 Open Market Sale
01/14/19 232,967 12.60 Open Market Sale
01/15/19 108,336 12.60 Open Market Sale
01/16/19 74,354 12.60 Open Market Sale
01/17/19 29,458 12.60 Open Market Sale
01/24/19 1,628 12.46 Open Market Sale
01/29/19 301,899 12.80 Open Market Sale
(d) PIM, an investment advisor registered under the Investment Advisors Act of 1940, pursuant to investment advisory contracts with its clients has dispositive power over the shares of the Common Stock in the PIM investment advisory accounts of clients. The individual clients, none of whom individually owns beneficially more than 5% of the total class of such securities, have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of the shares of the Common Stock.
(e) Not Applicable
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.
January 31, 2019
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(Date)
/s/ Richard S. Pzena, CEO
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal Criminal violations (see 18 U.S.C. 1001).
