0001415889-23-003614.txt : 20230301 0001415889-23-003614.hdr.sgml : 20230301 20230301114252 ACCESSION NUMBER: 0001415889-23-003614 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230301 FILED AS OF DATE: 20230301 DATE AS OF CHANGE: 20230301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Poster Margaret L CENTRAL INDEX KEY: 0001774704 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34516 FILM NUMBER: 23691430 MAIL ADDRESS: STREET 1: C/O COWEN INC. STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COWEN INC. CENTRAL INDEX KEY: 0001466538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-845-7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: COWEN GROUP, INC. DATE OF NAME CHANGE: 20091102 FORMER COMPANY: FORMER CONFORMED NAME: LexingtonPark Parent Corp DATE OF NAME CHANGE: 20090617 4 1 form4-03012023_040343.xml X0306 4 2023-03-01 1 0001466538 COWEN INC. COWN 0001774704 Poster Margaret L C/O COWEN INC. 599 LEXINGTON AVENUE NEW YORK NY 10022 true false false false Class A Common Stock 2023-03-01 4 D 0 13547 39 D 0 D Class A Common Stock 2023-03-01 4 D 0 10927 39 D 0 D Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2022 (the "Merger Agreement"), by and among The Toronto-Dominion Bank, a Canadian chartered bank ("Parent"), Crimson Holdings Acquisition Co., a Delaware corporation ("Merger Sub") and an indirect wholly owned subsidiary of Parent and Cowen Inc., a Delaware corporation (the "Company"), on March 1, 2023 (the "Effective Time"), Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the Effective Time, each share of Class A common stock, par value $0.01 per share, of the Company ("Class A Company Common Stock") issued and outstanding immediately prior to the Effective Time and each share of Class B common stock, par value $0.01 per share, of the Company (together with Class A Company Common Stock, "Company Common Stock") issued and outstanding immediately prior to the Effective Time (except for (i) shares of Company Common Stock owned by the Company or Parent (in each case, other than shares of Company Common Stock (A) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, or (B) held, directly or indirectly, in respect of a debt previously contracted) and (ii) any shares of Company Common Stock with respect to which dissenters' rights have been exercised) was automatically canceled and converted into the right to receive $39.00 in cash, without interest (the "Merger Consideration"). This line item represents outstanding restricted stock units held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit held by a current or former non-employee director of the Company ("Director RSU") (whether settled or unsettled) immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the number of shares of Company Common Stock subject to such Director RSU immediately prior to the Effective Time and (ii) the Merger Consideration. With respect to any Director RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and that are not permitted to be paid at the Effective Time without triggering a Tax (as defined in the Merger Agreement) or penalty under Section 409A of the Code, the payment referenced under point 3 above shall be made at the earliest time permitted under the applicable Stock Plan (as defined in the Merger Agreement) and award agreement that will not trigger a Tax or penalty under Section 409A of the Code. /s/ Margaret L. Poster 2023-03-01