Statement of Changes in Beneficial Ownership (4)
February 13 2020 - 3:48PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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COHEN DANIEL G |
2. Issuer Name and Ticker or Trading Symbol
Cohen & Co Inc.
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COHN
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CE Europe |
(Last)
(First)
(Middle)
C/O COHEN & CO INC.,, 2929 ARCH STREET, 17TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2020 |
(Street)
PHILADELPHIA, PA 19104-2870
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share | | | | | | | | 64113 | D | |
Common Stock, par value $0.01 per share | | | | | | | | 80000 | I | By EBC 2013 Family Trust |
Common Stock, par value $0.01 per share | | | | | | | | 76240 | I | By Cohen Bros. Financial, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 & Company, LLC Membership Units | (1) | 2/13/2020 | | A | | 508080 | | (1) | (1) | Common Stock, par value $0.01 per share | 50808 (1) | $0.00 | 18859355 | D (2) | |
Explanation of Responses: |
(1) | Mr. Cohen was awarded 508,080 restricted membership units ("Units") in Cohen & Company, LLC (the "Operating LLC"), a subsidiary of Cohen & Co Inc. (the "Company"), under the Company's Second Amended and Restated 2010 Long-Term Incentive Plan, as amended. The restrictions expire with respect to half of the Units on January 31, 2021 and expire with respect to the remaining half of the Units on January 31, 2022. Following the expiration of the applicable restrictions on the Units, Mr. Cohen may cause the Operating LLC to redeem such Units at any time thereafter for, at the Company's option, (i) cash or (ii) one share of the Company's common stock for every ten Units. |
(2) | 5,252,002 membership units in the Operating LLC are owned by Cohen Bros. Financial, LLC, a Delaware limited liability company of which Mr. Cohen is the sole member. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
COHEN DANIEL G C/O COHEN & CO INC., 2929 ARCH STREET, 17TH FLOOR PHILADELPHIA, PA 19104-2870 | X | X | Chairman and CE Europe |
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Signatures
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/s/ Joseph W. Pooler, Jr., as attorney-in-fact | | 2/13/2020 |
**Signature of Reporting Person | Date |
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