0001104659-18-011722.txt : 20180223 0001104659-18-011722.hdr.sgml : 20180223 20180223163041 ACCESSION NUMBER: 0001104659-18-011722 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180223 DATE AS OF CHANGE: 20180223 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: 18636959 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: COHEN DANIEL G CENTRAL INDEX KEY: 0001247745 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 a18-6730_4sc13da.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. 7)*

 

COHEN & COMPANY INC.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

 

19249M 102

(CUSIP Number)

 

Daniel G. Cohen

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)

 

February 21, 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
Daniel G. Cohen

 

 

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
722,468(1)(2)(3)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
562,468(1)(2)

 

10

Shared Dispositive Power
160,000(3)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
722,468(1)(2)(3)

 

 

12

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

 

 

13

Percent of Class Represented by Amount in Row (11)
39.01%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

(1)

 

Includes 64,113 shares of the common stock, par value $0.01 per share (“Common Stock”), of Cohen & Company Inc. (formerly Institutional Financial Markets, Inc.), a Maryland corporation (the “Issuer”), held directly by Daniel G. Cohen (the “Reporting Person”).

(2)

 

Includes 498,355 shares of Common Stock into which the 4,983,557 membership units in Cohen & Company, LLC (formerly IFMI, LLC), a majority owned subsidiary of the Issuer, which the Reporting Person owns through Cohen Bros. Financial, LLC, a Delaware limited liability company of which the Reporting Person is the sole member, may be redeemed.

(3)

 

Includes 80,000 shares of Common Stock held by EBC 2013 Family Trust (“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.  Also includes 80,000 shares of Common Stock into which a convertible promissory note issued by the Issuer to EBC on September 25, 2013 in the aggregate principal amount of $2,400,000 (the “Note”) may be converted in the event that all of the interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. Does not include the additional 4,774 shares of Common Stock into which the Note may be converted in the event that none of the remaining interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. 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 will be made by a majority of the trustees of EBC.

 

2


 

CUSIP No.   19249M 102

SCHEDULE 13D

 

 

This Amendment No. 7 to Schedule 13D is filed to amend Items 3 and 5 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 and Amendment No. 6 to Schedule 13D filed with the SEC on December 20, 2017 (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.

 

Item 3 of this Schedule 13D is hereby supplemented as follows:

 

On February 21, 2018, Daniel G. Cohen (the “Reporting Person”) was awarded, at no cost to the Reporting Person, 40,191 restricted shares (the “Restricted Shares”) of common stock of Cohen & Company Inc., a Maryland corporation (the “Issuer”), par value $0.01 per share (“Common Stock”), under the Issuer’s Second Amended and Restated 2010 Long-Term Incentive Plan, as amended (the “2010 Plan”).  The grant date fair value per share for the Restricted Shares was $10.45.  The restrictions on the Restricted Shares expire with respect to half of the Restricted Shares on January 31, 2019 and with respect to the remaining half of the Restricted Shares on January 31, 2020 subject to the terms and conditions of the 2010 Plan and the award agreement relating to the Restricted Shares.

 

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) 1,273,457 shares of Common Stock outstanding as of February 22, 2018 (as provided by the Issuer), plus (b) 498,355 shares of Common Stock into which the 4,983,557 membership units in Cohen & Company, LLC (formerly IFMI, LLC), a majority owned subsidiary of the Issuer (the “Operating Company”), which the Reporting Person owns through Cohen Bros. Financial, LLC, a Delaware limited liability company of which the Reporting Person is the sole member (“CBF”), may be redeemed; plus (c) 80,000 shares of Common Stock into which a convertible promissory note issued by the Issuer to EBC 2013 Family Trust (“EBC”) on September 25, 2013 in the aggregate principal amount of $2,400,000 (the “Note”) may be converted in the event that all of the interest thereunder is paid to the holder thereof in cash.

 

3


 

CUSIP No.   19249M 102

SCHEDULE 13D

 

 

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

 

722,468

(1)(2)(3)

0

 

562,468

(1)(2)

160,000

(3)

722,468

(1)(2)(3)

39.01

%

 

(1)    Includes 64,113 shares of Common Stock held directly by the Reporting Person.

(2)    Includes 498,355 shares of Common Stock into which the 4,983,557 units of membership interest in the Operating Company owned by CBF may be redeemed.

(3)    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.  Also includes 80,000 shares of Common Stock into which the Note may be converted in the event that all of the interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. Does not include the additional 4,774 shares of Common Stock into which the Note may be converted in the event that none of the remaining interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. 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 will be made by a majority of the trustees of EBC.

 

(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.

 

4


 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 23, 2018

 

 

 

 

By:

/s/ Daniel G. Cohen

 

Name: Daniel G. Cohen

 

5