SEC Form 4 · accession 0001104659-19-009056
Cohen & Co Inc. · COHN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel G Cohen
Officer — Chairman and CE Europe · Director · 10% Owner
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 4:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001270436
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | holding | — | — | — | 64,113 | D | ||
| Common Stock, par value $0.01 per share | holding | — | — | — | 80,000 | I | By EBC 2013 Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cohen & Company, LLC Membership UnitsF2,F1 | — | Feb 13, 2019 | A | 550,000 | A | — | — | Common Stock, par value $0.01 per share | 55,000 | 5,533,557 | D |
Explanation of responses
- F1Mr. Cohen was awarded 550,000 restricted membership units ("Units") in Cohen & Company, LLC (the "Operating LLC"), a majority owned 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, 2020 and expire with respect to the remaining half of the Units on January 31, 2021. 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.
- F24,983,557 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.