SEC Form 4
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*
Ricciardi Stephanie

(Last) (First) (Middle)
C/O INSTITUTIONAL FINANCIAL MARKETS, INC
2929 ARCH STREET, 17TH FLOOR

(Street)
PHILADELPHIA PA 19104-2870

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INSTITUTIONAL FINANCIAL MARKETS, INC. [ IFMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/16/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 1,400,169(1) D
Common Stock, par value $0.001 7,031(1) I By Spouse
Common Stock, par value $0.001 06/07/2011 A 360,000(5) A $0.00 367,031 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
IFMI, LLC Membership Units (2) 07/16/2010 G 110,194(3) (2) (2) Common Stock, par value $0.001 110,194 $4.44 113,326 I By GRAT(4)
IFMI, LLC Membership Units (2) 07/16/2010 G 110,194(3) (2) (2) Common Stock, par value $0.001 110,194 $4.44 110,194 I By Spouse
IFMI, LLC Membership Units (2) 01/16/2011 G V 98,211(3) (2) (2) Common Stock, par value $0.001 98,211 $4.94 15,115 I By GRAT(4)
IFMI, LLC Membership Units (2) 01/16/2011 G V 98,211(3) (2) (2) Common Stock, par value $0.001 98,211 $4.94 208,405 I By Spouse
IFMI, LLC Membership Units (2) (2) (2) Common Stock, par value $0.001 44,925 44,925 D
Explanation of Responses:
1. The reporting person and her spouse hold 1,351,721 shares jointly. The reporting person holds 48,448 shares individually. The reporting person's spouse holds 7,031 shares individually.
2. Each IFMI, LLC membership unit is redeemable at the holder's option, at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Institutional Financial Markets, Inc. (the "Company") 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 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.
3. These membership units of IFMI, LLC were distributed to the reporting person's spouse by the GRAT, in satisfaction of a payment due from the GRAT.
4. The GRAT benefits the reporting person's spouse.
5. Represents restricted stock granted subject to stockholder approval of an amendment to the Company's 2010 Long-Term Incentive Plan to increase the number of shares available under that plan, which occurred on June 7, 2011. Pursuant to the reporting person's spouse's Amended and Restated Employment Agreement with the Issuer, the reporting person's spouse agreed to forfeit the shares on October 16, 2011, at which time the Issuer is required to pay the reporting person's spouse an amount equal to the number of shares of restricted stock forfeited multiplied by the average closing price as reported by the NYSE Amex of the Issuer's common stock during the 20 trading days prior to such payment.
/s/ Stephanie Ricciardi 06/08/2011
** 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.
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