FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/24/2009 |
3. Issuer Name and Ticker or Trading Symbol
COHEN & Co INC. [ COHN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.001 | 357,638 | D | |
Common Stock, par value $0.001 | 1,099,496 | I | By Spouse |
Common Stock, par value $0.001 | 11,291 | I | By GRAT(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Recapitalized Cohen Brothers Membership Units | (2) | (2) | Common Stock, par value $0.001 per share | 268,445 | (2) | I | By GRAT(1) |
Explanation of Responses: |
1. These 11,291 shares of Cohen & Company Inc.'s (the "Company") common stock are held by The Christopher Ricciardi Irrevocable Annuity Retained Trust U/A/D January 16, 2008 (the "GRAT"). The GRAT benefits the reporting person's spouse. |
2. Each Cohen Brothers, LLC ("CB") membership unit is redeemable at the holder's option, at any time on or after June 16, 2010, for (i) cash in an amount equal to the average of the per share closing prices of the Company's common stock for the ten consecutive trading days immediately preceding the date the Company receives the holder's notice of redemption, or (ii) at the Company's option, one share of the Company's common stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Company's common stock as a dividend or other distribution on the Company's outstanding common stock, or a further subdivision or combination of the outstanding shares of the Company's common stock. |
/s/ Joseph W. Pooler, Jr. as attorney-in-fact | 03/29/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |