Statement of Changes in Beneficial Ownership (4)
February 02 2023 - 04:07PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Brafman Lester
Raymond |
2. Issuer Name and Ticker or Trading
Symbol Cohen & Co Inc. [ COHN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O COHEN & CO INC.,, 2929 ARCH STREET, SUITE
1703 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/1/2022
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(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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
2/1/2023 |
|
M |
|
|
470330 |
(1) |
(1) |
Common Stock, par value $0.01 per
share |
47033 (1) |
$0.878 |
1951670 |
D |
|
Explanation of
Responses: |
(1) |
Mr. Brafman redeemed 470,330
membership units (the "Units") of Cohen & Company, LLC (the
"Operating LLC"), a subsidiary of Cohen & Co Inc. (the
"Company"), for an aggregate of $412,949.74, or $0.878 per Unit, in
order to fund certain tax liabilities incurred by Mr. Brafman in
connection with the vesting, on January 31, 2023, of 470,330
restricted membership units of the Operating LLC and 49,750
restricted shares of the Company's common stock granted to Mr.
Brafman under the Company's 2020 Long-Term Incentive Plan, as
amended. In accordance with the Operating LLC's Amended and
Restated Limited Liability Company Agreement, as amended, Mr.
Brafman had the right to redeem the Units at any time for, at the
Company's option, (i) cash or (ii) one share of the Company's
common stock for every ten Units. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Brafman Lester Raymond
C/O COHEN & CO INC.,
2929 ARCH STREET, SUITE 1703
PHILADELPHIA, PA 19104-2870 |
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Chief Executive Officer |
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Signatures
|
/s/ Joseph W. Pooler, Jr., as
attorney-in-fact |
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2/2/2023 |
**Signature
of Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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