-----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, N7vHZDk/T3JAM0WdsNCJsL7Fr5HBdIa3+cAT6G3II/XzNP4i7Ckm3ta5hDUtcE69 Swyxl5QpD76fg0r9UoTdvQ== 0001181431-10-026793.txt : 20100513 0001181431-10-026793.hdr.sgml : 20100513 20100513200531 ACCESSION NUMBER: 0001181431-10-026793 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100511 FILED AS OF DATE: 20100513 DATE AS OF CHANGE: 20100513 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 Bank Austria AG CENTRAL INDEX KEY: 0001491698 STATE OF INCORPORATION: C4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34516 FILM NUMBER: 10830393 BUSINESS ADDRESS: STREET 1: RENNGASSE 2 CITY: VIENNA STATE: C4 ZIP: A-1010 BUSINESS PHONE: 435050556085 MAIL ADDRESS: STREET 1: RENNGASSE 2 CITY: VIENNA STATE: C4 ZIP: A-1010 3 1 rrd275483.xml FORM 3 X0203 3 2010-05-11 0 0001466538 COWEN GROUP, INC. COWN 0001491698 UniCredit Bank Austria AG SCHOTTENGASSE 6-8 VIENNA C4 1010 AUSTRIA 0 0 1 0 Class A Common Stock 8518685 I See Footnotes Represents 8,518,685 shares of Class A Common Stock that underlie BA Alpine Holdings, Inc's. capital in RCG Holdings LLC ("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 Cowen Group, Inc. (f/k/a LexingtonPark Parent Corp.), Cowen Holdings, Inc. (f/k/a Cowen Group, Inc.), Lexington Merger Corp., 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 as such shares underlie its nonvoting interest in RCG. (Continued in Footnote 2) As of the date hereof, BA Alpine is permitted to withdraw the entirety of its capital from RCG at any time, subject to providing proper notice to the managing member of RCG. Upon a withdrawal of capital by BA Alpine, RCG will distribute to BA Alpine, at its election, either (i) the RCG Shares underlying the withdrawn capital (subject to certain provisions set forth in the RCG Operating Agreement) or (ii) cash, in which instance RCG will sell RCG Shares (subject to applicable securities laws) 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. As the direct corporate parent of BA Alpine, UniCredit Bank Austria AG may be deemed to beneficially own the 8,518,685 shares of Class A Common Stock deemed to be owned by BA Alpine. UNICREDIT BANK AUSTRIA AG 2010-05-13 /s/ Markus Schwimann, Prokurist of UniCredit Bank Austria AG 2010-05-13 /s/ Josef Duregger, Senior Manager 2010-05-13 -----END PRIVACY-ENHANCED MESSAGE-----