FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COHEN & Co INC. [ COHN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/24/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.001 | 12/24/2009 | A | 1,092,465 | A | (1) | 1,450,103(2) | D | |||
Common Stock, par value $0.001 | 12/31/2009 | G(3) | 61,225 | D | $4.9 | 1,388,878 | D | |||
Common Stock, par value $0.001 | 01/18/2010 | D(4) | V | 11,291 | D | $7.47 | 0 | I | By GRAT(5) | |
Common Stock, par value $0.001 | 01/18/2010 | A(4) | V | 11,291 | A | $7.47 | 18,322 | I | By Spouse | |
Common Stock, par value $0.001 | 01/18/2010 | G(4) | V | 11,291 | D | $7.47 | 7,031 | I | By Spouse | |
Common Stock, par value $0.001 | 01/18/2010 | G(4) | V | 11,291 | A | $7.47 | 1,400,169 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Recapitalized Cohen Brothers Membership Units | (6) | 01/18/2010 | D(4) | V | 44,925 | (6) | (6) | Common Stock, par value $0.001 | 44,925 | $7.47 | 223,520 | I | By GRAT(5) | ||
Recapitalized Cohen Brothers Membership Units | (6) | 01/18/2010 | A(4) | V | 44,925 | (6) | (6) | Common Stock, par value $0.001 | 44,925 | $7.47 | 44,925 | I | By Spouse | ||
Recapitalized Cohen Brothers Membership Units | (6) | 01/18/2010 | G(4) | V | 44,925 | (6) | (6) | Common Stock, par value $0.001 | 44,925 | $7.47 | 0 | I | By Spouse | ||
Recapitalized Cohen Brothers Membership Units | (6) | 01/18/2010 | G(4) | V | 44,925 | (6) | (6) | Common Stock, par value $0.001 | 44,925 | $7.47 | 44,925 | D |
Explanation of Responses: |
1. The reporting person's spouse tranferred 1,092,465 shares of Cohen & Company Inc. (the "Company") common stock to an account jointly held by the reporting person and her spouse. |
2. This number includes 357,639 shares of the Company's common stock owned by the reporting person prior to December 24, 2009. |
3. The 61,225 shares of common stock were gifted to The Ricciardi Family Foundation as of December 31, 2009. |
4. These 11,291 shares of the Company's common stock and 44,925 recapitalized membership units of Cohen Brothers, LLC ("CB") were distributed to the reporting person's spouse by The Christopher Ricciardi Irrevocable Annuity Retained Trust U/A/D January 16, 2008 (the "GRAT"), in satisfaction of a payment due from the GRAT and were immediately gifted by the reporting person's spouse to the reporting person. |
5. The GRAT benefits the reporting person's spouse. |
6. Each 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/ Stephanie Ricciardi | 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 4 (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. |