-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PtgxQcIqNV0dReRtm0rhbLqKbaGBPUr6orMscWZkBFvqulJO/LQlh5P+hGg47MRN rWsSvwWgt01cKSTdMrwa4g== 0001181431-10-015991.txt : 20100312 0001181431-10-015991.hdr.sgml : 20100312 20100312153734 ACCESSION NUMBER: 0001181431-10-015991 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100302 FILED AS OF DATE: 20100312 DATE AS OF CHANGE: 20100312 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COWEN GROUP, INC. CENTRAL INDEX KEY: 0001466538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (646) 562-1000 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: LexingtonPark Parent Corp DATE OF NAME CHANGE: 20090617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UniCredit S.p.A. CENTRAL INDEX KEY: 0001160550 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34516 FILM NUMBER: 10677643 MAIL ADDRESS: STREET 1: SEDE SOCIALE STREET 2: VIA MINGHETTI, 17 CITY: ROMA STATE: L6 ZIP: 0000000000 FORMER NAME: FORMER CONFORMED NAME: UNICREDITO ITALIANO SPA DATE OF NAME CHANGE: 20011009 3 1 rrd269720.xml INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITES X0203 3 2010-03-02 0 0001466538 COWEN GROUP, INC. COWN 0001160550 UniCredit S.p.A. PIAZZA CORDUSIO, 2 MILAN L6 20123 ITALY 0 0 1 0 Class A Common Stock 2713882 I See Footnote Class A Common Stock 8518685 I See Footnote Represents 2,713,882 shares of Class A Common Stock received by HVB Alternative Advisors LLC ("HVB Alternative Advisors") upon consummation of the transactions contemplated by the Asset Exchange Agreement, dated as of June 3, 2009, by and among HVB Alternative Advisors, Hypo- und Vereinsbank AG, Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.) ("Cowen Holdings"), Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.) (the "Issuer"), Lexington Merger Corp. ("Merger Sub") and RCG Holdings LLC (f/k/a Ramius LLC) ("RCG"). As the indirect corporate parent of HVB Alternative Advisors, UniCredit S.p.A. is deemed to beneficially own the 2,713,882 shares of Class A Common Stock directly held by HVB Alternative Advisors. Represents 8,518,685 shares of Class A Common Stock that underlie BA Alpine Holdings, Inc's. capital in RCG. 37,536,856 shares of Class A Common Stock were issued to RCG (the "RCG Shares") upon the consummation of the transactions (the "Transactions") contemplated by the Transaction Agreement and Plan of Merger, dated as of June 3, 2009, by and among the Issuer, Cowen Holdings, Merger Sub, Ramius LLC (f/k/a Park Exchange LLC) and RCG. BA Alpine Holdings, Inc. ("BA Alpine") holds a nonvoting interest in RCG based upon BA Alpine's capital contributions to RCG. The 8,518,685 shares of Class A Common Stock are attributable to BA Alpine (the "BA Alpine Shares") as such shares underlie its nonvoting interest in RCG. (Continued in footnote 3) For purposes of this Form 3, UniCredit S.p.A. may be deemed to beneficially own the BA Alpine Shares by virtue of it being BA Alpine's indirect corporate parent. Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of RCG (the "RCG Operating Agreement"), BA Alpine is, as of the date hereof, not permitted to withdraw any of its capital from RCG. Upon a withdrawal of capital by BA Alpine, RCG will distribute to BA Alpine, at its election, either (i) the shares of Class A Common Stock underlying the withdrawn capital (subject to certain provisions set forth in the RCG Operating Agreement) or (ii) cash, in which instance RCG will sell the shares of Class A Common Stock attributable to BA Alpine on or prior to effectiveness of such withdrawal and will use the net cash proceeds of such sale to satisfy the withdrawal request in cash. (Continued in footnote 4) Beginning the day after the six-month anniversary of the closing of the Transactions until the second anniversary of the closing of the Transactions (subject to certain exceptions), BA Alpine is permitted to withdraw its capital from RCG, but only to the extent that after such withdrawal, BA Alpine, together with its affiliates and permitted transferees, has not disposed of, or will not have the right to direct the disposition of, greater than fifty percent of the aggregate number of shares of Class A Common Stock owned or attributable to BA Alpine and its affiliates as of the closing of the Transactions. As a consequence of the foregoing restriction, prior to the second anniversary of the closing of the Transactions, BA Alpine is only permitted to withdrawal such portion of its capital in RCG that corresponds to 5,616,284 share of Class A Common Stock. (Continued in footnote 5) Subject to certain exceptions, the remaining 2,902,401 shares of Class A Common Stock that underlie BA Alpine's nonvoting interest in RCG are not permitted to be withdrawn until the second anniversary of the closing of the Transactions. UNICREDIT S.P.A., /s/ Sergio Pietro Ermotti, Deputy CEO and Head of CIB & PB Strategic Business Area 2010-03-12 -----END PRIVACY-ENHANCED MESSAGE-----