0001140361-23-024821.txt : 20230515
0001140361-23-024821.hdr.sgml : 20230515
20230515174929
ACCESSION NUMBER: 0001140361-23-024821
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221103
FILED AS OF DATE: 20230515
DATE AS OF CHANGE: 20230515
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COWEN AND COMPANY, LLC
CENTRAL INDEX KEY: 0000048966
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40027
FILM NUMBER: 23924760
BUSINESS ADDRESS:
STREET 1: 599 LEXINGTON AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 646-562-1727
MAIL ADDRESS:
STREET 1: 599 LEXINGTON AVENUE
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: COWEN & CO., LLC
DATE OF NAME CHANGE: 20060208
FORMER NAME:
FORMER CONFORMED NAME: SG COWEN & CO., LLC
DATE OF NAME CHANGE: 20040521
FORMER NAME:
FORMER CONFORMED NAME: SG COWEN SECURITIES CORPORATION
DATE OF NAME CHANGE: 20040503
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cowen Holdings, Inc.
CENTRAL INDEX KEY: 0001355007
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40027
FILM NUMBER: 23924759
BUSINESS ADDRESS:
STREET 1: 1221 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 646-562-1727
MAIL ADDRESS:
STREET 1: 1221 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10020
FORMER NAME:
FORMER CONFORMED NAME: Cowen Group, Inc.
DATE OF NAME CHANGE: 20060303
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COWEN INC.
CENTRAL INDEX KEY: 0001466538
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40027
FILM NUMBER: 23924761
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 NAME:
FORMER CONFORMED NAME: COWEN GROUP, INC.
DATE OF NAME CHANGE: 20091102
FORMER NAME:
FORMER CONFORMED NAME: LexingtonPark Parent Corp
DATE OF NAME CHANGE: 20090617
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RCG LV Pearl LLC
CENTRAL INDEX KEY: 0001613404
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40027
FILM NUMBER: 23924758
BUSINESS ADDRESS:
STREET 1: 599 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 646-562-1000
MAIL ADDRESS:
STREET 1: 599 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Progress Acquisition Corp.
CENTRAL INDEX KEY: 0001833213
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 853303412
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 50 MILK STREET
STREET 2: 16TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 7812644737
MAIL ADDRESS:
STREET 1: 50 MILK STREET
STREET 2: 16TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02109
4
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Class A Common Stock
2022-11-03
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Class A Common Stock
2022-11-04
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By Cowen and Company, LLC
Class A Common Stock
2023-02-06
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Class A Common Stock
2023-02-08
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Class A Common Stock
2023-02-09
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Class A Common Stock
2023-02-13
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By Cowen and Company, LLC
Class A Common Stock
2023-02-22
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2023-02-24
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2023-03-03
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Class A Common Stock
2023-03-24
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By Cowen and Company, LLC
This Form 4 is filed jointly by Cowen Inc., Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings") and RCG LV Pearl LLC ("RCG", and collectively, the "Reporting Persons").
Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934, as amended, or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
Represents securities owned directly by Cowen and Company. Cowen Holdings is the sole member of Cowen and Company. RCG is the sole owner of Cowen Holdings. Cowen Inc. is the sole member of RCG. In such capacities, each of Cowen Holdings, RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
The transaction was executed in multiple trades in prices ranging from $10.10 to $10.12, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
The transaction was executed in multiple trades in prices ranging from $10.07 to $10.08, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
The transaction was executed in multiple trades in prices ranging from $10.54 to $10.55, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.
In connection with the dissolution and liquidation of the Issuer and in accordance with its Amended and Restated Certificate of Incorporation, as amended, the Issuer will be redeeming all of the outstanding shares of its Class A Common Stock that were included in the units issued in its initial public offering, including the 100,000 shares held by Cowen and Company. The redemption price is currently being calculated, which the Issuer has estimated to be approximately $10.29 per share. The Reporting Persons will file an amendment to this Form 4 after the final liquidation date to disclose the final redemption price if it is materially different from the estimated redemption price reported herein.
Cowen Inc., By: /s/ Stephen A. Lasota, Chief Financial Officer
2023-05-15
Cowen and Company, LLC, By: Cowen Holdings, Inc., sole member, By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer
2023-05-15
Cowen Holdings, Inc., By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer
2023-05-15
RCG LV Pearl LLC, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer
2023-05-15