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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* COHEN DANIEL G (Last) (First) (Middle) C/O COHEN & COMPANY INC. 2929 ARCH STREET, 17TH FLOOR (Street) PHILADELPHIA PA 19104-2870 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COHEN & Co INC. [ COHN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 10/18/2010
	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								358,811	D
Series B Voting Non-Convertible Preferred Stock	10/18/2010		M		4,983,557	D	$0(1)	4,983,557(2)	I	By Cohen Brothers Financial, LLC, reporting person is sole member

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
Cohen Brothers, LLC Membership Units	(3)							(3)	(3)	Common Stock, par value $0.001	(3)		4,983,556	I	By Cohen Brothers Financial, LLC, reporting person is sole member
Series A Voting Convertible Preferred Stock	$0(1)	10/18/2010		M			1	10/01/2010	12/31/2012(2)	Series B Voting Non-Convertible Preferred Stock	4,983,557	$0(1)	0	I	By Cohen Brothers Financial, LLC, reporting person is sole member

Explanation of Responses:

1. The Series A Voting Convertible Preferred Stock ("Series A Preferred"), does not have any economic rights but gives the reporting person the right to nominate and elect a number equal to at least one-third (but less than a majority) of the total number of directors on the Company's board of directors. After October 1, 2010, upon written notice to the Company, the reporting person had the right to elect to convert the Series A Preferred into 4,983,557 shares of the Company's Series B Voting Non-Convertible Preferred Stock (the "Series B Preferred"), which does not have any economic rights, but each share of the Series B Preferred is entitled to one vote and will vote together with other Company stockholders on all matters presented to the Company's stockholders. The reporting person elected to exercise the right to convert the Series A Preferred to Series B Preferred on October 18, 2010.

2. Any Series A Preferred or Series B Preferred outstanding on December 31, 2012 will be automatically redeemed for par value.

3. Each CB membership unit is redeemable at the reporting person's option, at any time on or after January 1, 2013, for (i) cash in an amount equal to the average of the per share closing prices of the Company common stock for the ten consecutive trading days immediately preceding the date the Company receives the reporting person's notice of redemption, or (ii) at the Company's option, one share of the Company's common stock (up to an aggregate of 4,983,556 of such shares if all of the recapitalized CB membership units are redeemed for shares), 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	10/20/2010
	** 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).
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