X0306 4 2016-05-16 0 0001466538 COWEN GROUP, INC. COWN 0001275922 SOLOMON JEFFREY M COWEN GROUP, INC. 599 LEXINGTON AVENUE NEW YORK NY 10022 1 1 0 0 President Class A Common Stock 2016-05-16 4 F 0 106906 3.24 D 2360421 D Represents shares of the Issuer's Class A common stock withheld to satisfy tax withholding obligations upon the vesting of restricted stock, in accordance with the terms of the related grant agreement, which was approved by the board of directors of the Issuer in accordance with Rule 16b-3 promulgated under the Securities Act of 1934. /s/ Jeffrey Solomon 2016-05-18