X0305 4 2012-06-08 0 0001466538 COWEN GROUP, INC. COWN 0001275922 SOLOMON JEFFREY M COWEN GROUP, INC. 599 LEXINGTON AVENUE NEW YORK NY 10022 1 1 1 0 CEO, Cowen and Company, LLC Class A Common Stock 2012-06-08 4 A 0 250000 A 650310 D Class A Common Stock 2012-06-08 4 F 0 90175 2.50 D 560135 D Class A Common Stock 365039 I See Footnote. Grant of restricted stock units for no monetary consideration. The restricted stock units vested immediately upon the grant date. This amount includes a distribution of 186,369 shares to the Reporting Person by RCG Holdings LLC (f/k/a Ramius LLC)("RCG") formerly reported as indirectly owned by the Reporting Person due to his pecuniary interest in shares of Class A Common Stock held by RCG, of which the Reporting Person is a member. Represents shares of the Issuer's Class A Common Stock withheld to satisfy tax obligations upon the immediate vesting of the restricted stock units. These shares represent the Reporting Person's pecuniary interest in shares of Class A Common Stock held by RCG, of which the Reporting Person is a member. /s/ Jeffrey M. Solomon 2012-06-12