8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2011

COHEN & COMPANY INC.

(Exact name of registrant as specified in its charter)

Maryland	1-32026	16-1685692
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
Cira Centre 2929 Arch Street, 17th Floor Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 5, 2011, Cohen & Company Inc., a Maryland corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), entered into Amendment No. 1 to Section 382 Rights Agreement (the “Amendment”). The Amendment amends the Section 382 Rights Agreement (the “Rights Agreement”), dated as of December 21, 2009, by and between the Company and the Rights Agent. The Amendment removes clause (vi) from Section 7(a) of the Rights Agreement, and effectively extends, except in certain circumstances, the ability to exercise the Rights (as defined in the Rights Agreement) until December 31, 2012 without obtaining stockholder approval of the Rights Agreement. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated into this report by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
Exhibit 4.1*	Amendment No. 1 to Section 382 Rights Agreement, dated January 5, 2011, by and between Cohen & Company Inc. and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent.

* Filed electronically herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COHEN & COMPANY INC.
Date: January 5, 2011	By:	/S/    JOSEPH W. POOLER, JR.
		Joseph W. Pooler, Jr. Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 4.1	Amendment No. 1 to Section 382 Rights Agreement, dated January 5, 2011, by and between Cohen & Company Inc. and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent.

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EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT

AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT, dated as of January 5, 2011 (the “Amendment”), between Cohen & Company Inc., a Maryland corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

W I T N E S S E T H :

WHEREAS, on December 21, 2009 the Company and Rights Agent entered into that certain Section 382 Rights Agreement (the “Rights Agreement”) in order to help preserve the value of the Company’s deferred tax assets;

WHEREAS, pursuant to Section 26 of the Rights Agreement the Company may, and the Rights Agent shall, if the Company so directs, amend the Rights Agreement prior to a Distribution Date without the approval of any holders of Rights;

WHEREAS, to the knowledge of the Company, there has been no occurrence of a Distribution Date; and

WHEREAS, a majority of the members of the Board of Directors of the Company have approved this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree to amend the Rights Agreement as follows:

1. Amendment to Section 7(a) of the Rights Agreement. Section 7(a) of the Rights Agreement is hereby amended to remove clause (vi) thereof and remove the reference to clause (vi) in the definition of “Expiration Date.” All references to the subject matter contained in clause (vi) of Section 7(a) shall automatically be amended to reflect the removal of clause (vi) from Section 7(a).

2. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and to be performed entirely within such state; provided, however, that all provisions regarding the rights, duties, and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such state.

3. Counterparts and Other Matters. This amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Except as provided in this Amendment, the Rights Agreement shall remain in full force and effect in accordance with its terms.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

Attest:		COHEN & COMPANY INC.
By:	/s/ Rachael Fink	By:	/s/ Joseph W. Pooler, Jr.
Name:	Rachael Fink	Name:	Joseph W. Pooler, Jr.
Title:	Senior Vice President, General Counsel and Secretary	Title:	Executive Vice President and Chief Financial Officer
Attest:		MELLON INVESTOR SERVICES LLC as Rights Agent
By:	/s/ Rita Swartz	By:	/s/ Mitzi Shannon
Name:	Rita Swartz	Name:	Mitzi Shannon
Title:	Relationship Manager	Title:	Relationship Manager

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