0001104659-18-071087.txt : 20181203 0001104659-18-071087.hdr.sgml : 20181203 20181203163043 ACCESSION NUMBER: 0001104659-18-071087 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181203 DATE AS OF CHANGE: 20181203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Co Inc. CENTRAL INDEX KEY: 0001270436 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 161685692 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79769 FILM NUMBER: 181214336 BUSINESS ADDRESS: STREET 1: CIRA CENTRE, 2929 ARCH STREET STREET 2: 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19104-2870 BUSINESS PHONE: 215-701-9555 MAIL ADDRESS: STREET 1: CIRA CENTRE, 2929 ARCH STREET STREET 2: 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19104-2870 FORMER COMPANY: FORMER CONFORMED NAME: INSTITUTIONAL FINANCIAL MARKETS, INC. DATE OF NAME CHANGE: 20110121 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & Co INC. DATE OF NAME CHANGE: 20091216 FORMER COMPANY: FORMER CONFORMED NAME: ALESCO FINANCIAL INC DATE OF NAME CHANGE: 20061006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brafman Lester Raymond CENTRAL INDEX KEY: 0001578554 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O INSTITUTIONAL FINANCIAL MARKETS, INC STREET 2: 2929 ARCH STREET, 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19104 SC 13D/A 1 a18-40936_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

COHEN & COMPANY INC.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

 

19249M 102

(CUSIP Number)

 

Lester R. Brafman

Cira Centre

2929 Arch Street, 17th Floor

Philadelphia, Pennsylvania 19104-2870

(215) 701-9555

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 30, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 19249M 102

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Lester R. Brafman

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
49,156

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
49,156

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
49,156

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.07%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2

 

CUSIP No. 19249M 102

SCHEDULE 13D

 

 

This Amendment No. 3 to Schedule 13D is filed to amend Items 4 and 5 of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2015, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on October 3, 2016 and Amendment No. 1 to Schedule 13D filed with the SEC on February 23, 2018 (as so amended, the “Schedule 13D”).  Except as set forth herein, the Schedule 13D is unmodified.

 

Item 4.      Purpose of Transaction.

 

Item 4 of this Schedule 13D is hereby supplemented as follows:

 

On November 30, 2018, two Non-Qualified Stock Option Awards pursuant to which Lester R. Brafman (the “Reporting Person”) was granted options to purchase an aggregate of 300,000 shares of common stock, par value $0.01 per share (“Common Stock”), of Cohen & Company Inc., a Maryland corporation (the “Issuer”), expired pursuant to their terms.

 

Item 5.      Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)-(b) The percentages used in the table below and elsewhere herein are based on 1,207,022 shares of Common Stock outstanding as of November 27, 2018 (as provided by the Issuer).

 

Number of
Shares of
Common Stock
with Sole Voting
Power

 

Number of
Shares
of Common
Stock with
Shared Voting
Power
Dispositive
Power

 

Number of
Shares
of Common
Stock with
Sole
Dispositive
Power

 

Number of
Shares
of Common
Stock
with Shared
Dispositive
Power

 

Aggregate
Number
of Shares of
Common Stock
Beneficially
Owned

 

Percentage of
Class
Beneficially
Owned

 

49,156

 

0

 

49,156

 

0

 

49,156

 

4.07

%

 

(c) Except as set forth in Item 4 above, there have been no transactions by the Reporting Person in shares of the Common Stock during the last 60 days.

 

(d) Not applicable

 

(e) On November 30, 2018, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.

 

3

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: December 3, 2018

 

 

By:

/s/ Lester R. Brafman

 

Name: Lester R. Brafman

 

4