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SCHEDULE 13D
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CUSIP No. 19249M 102
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This Amendment No. 10 to Schedule 13D is filed to amend Items 3, 4, 5, 6 and 7 of the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on June 17, 2011, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 17, 2013, Amendment No. 2 to Schedule 13D filed with the SEC on May 14, 2013, Amendment No. 3 to Schedule 13D filed with the SEC on September 30, 2013, Amendment No. 4 to Schedule 13D filed with the SEC on November 21, 2014, Amendment No. 5 to Schedule 13D filed with the SEC on October 27, 2015, Amendment No. 6 to Schedule 13D filed with the SEC on December 20, 2017, Amendment No. 7 to Schedule 13D filed with the SEC on February 23, 2018, Amendment No. 8 to Schedule 13D filed with the SEC on September 26, 2018 and Amendment No. 9 to Schedule 13D filed with the SEC on October 4, 2019 (as so amended, the Schedule 13D). Except as set forth herein, the Schedule 13D is unmodified.
Item 3. Source and Amount of Funds or Other Consideration.
On February 14, 2019, Cohen & Company Inc., a Maryland corporation (the Issuer), issued to Daniel G. Cohen (the Reporting Person) 550,000 restricted membership units of Cohen & Company LLC, a majority owned subsidiary of the Issuer (the Operating LLC), under the Issuers 2010 Long-Term Incentive Plan, as amended, and pursuant to the terms and conditions of the Cohen & Company, LLC Restricted Membership Unit Award, dated February 14, 2019, a copy of which is attached hereto as Exhibit 1 (the Award Agreement). Pursuant to the Award Agreement, the restrictions with respect to 275,000 of the restricted membership units of the Operating LLC will lapse on January 31, 2020 (such restricted membership units of the Operating LLC, the Units), and the restrictions with respect to the remaining 275,000 of the restricted membership units of the Operating LLC will lapse on January 31, 2021.
The Reporting Person may cause the Operating LLC to redeem membership units of the Operating LLC at any time for, at the Issuers option, (A) cash or (B) one share of the Issuers common stock, par value $0.01 per share (Common Stock), for every ten membership units in the Operating LLC. Accordingly, the Units may be redeemed into 27,500 shares of Common Stock within 60 days of the date of this Amendment No. 10 to Schedule 13D and the Reporting Person may be deemed to be the beneficial owner of such 27,500 shares of Common Stock.
The Award Agreement is incorporated herein as Exhibit 1, and the description of the Award Agreement contained herein is qualified in its entirety by reference to such Exhibit 1.
Item 4. Purpose of the Transaction.
Item 4 of this Schedule 13D is hereby supplemented by the information set forth in Item 3 above, which information is incorporated by reference herein.
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 the following: (a) 1,193,624 shares of Common Stock outstanding as of December 2, 2019 (as provided by the Issuer), plus (b) 525,201 shares of Common Stock into which the 5,252,002 membership units in the Operating Company may be redeemed, which the Reporting Person holds through Cohen
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SCHEDULE 13D
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CUSIP No. 19249M 102
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Bros. Financial, LLC, a Delaware limited liability company of which the Reporting Person is the sole member (CBF); plus (c) 27,500 shares of Common Stock into which the Units may be redeemed within 60 days of the date of this Amendment No. 10 to Schedule 13D, which the Reporting Person holds directly.
Number of
Shares of
Common Stock
with Sole Voting
Power
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Number of
Shares
of Common
Stock with
Shared Voting
Power
Dispositive
Power
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Number of
Shares
of Common
Stock with
Sole
Dispositive
Power
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Number of
Shares
of Common
Stock
with Shared
Dispositive
Power
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Aggregate
Number
of Shares of
Common Stock
Beneficially
Owned
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Percentage
of
Class
Beneficially
Owned
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773,054
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(1)(2)(3)
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0
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693,054
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(1)(2)
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80,000
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(3)
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773,054
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(1)(2)(3)
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44.27
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%
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(1)
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Includes 64,113 shares of Common Stock held directly by the Reporting Person and 76,240 shares of Common Stock held through CBF.
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(2)
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Includes (i) 525,201 shares of Common Stock into which the 5,252,002 membership units in the Operating LLC may be redeemed, which the Reporting Person holds through CBF; and (ii) 27,500 shares of Common Stock into which the Units may be redeemed within 60 days of the date of this Amendment No. 10 to Schedule 13D, which the Reporting Person holds directly.
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(3)
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Includes 80,000 shares of Common Stock held by EBC, of which the Reporting Person may be deemed to be a beneficial owner as a result of his position as a trustee of EBC and because the Reporting Person has sole voting power with respect to all shares held by EBC. While the Reporting Person has sole voting power with respect to all shares of the Issuer held by EBC, decisions with respect to the disposition of such shares are made by a majority of the trustees of EBC.
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(c) Except as set forth in Item 3 above, there have been no transactions by the Reporting Person in shares of Common Stock during the last 60 days.
(d) EBC has the right to receive dividends from, and the proceeds from the sale of, all shares of Common Stock owned by EBC. The Reporting Person, Mr. Raphael Licht and Mr. Jeffrey D. Blomstrom, as the trustees of EBC, have the power to direct the receipt of dividends from, and the proceeds from the sale of such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of this Schedule 13D is hereby supplemented by the information set forth in Items 3 and 5 above, which information is incorporated by reference herein.
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