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 1 form4.xml X0407 4 2022-11-03 true 0001833213 Progress Acquisition Corp. PGRW 0001466538 COWEN INC. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0000048966 COWEN AND COMPANY, LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0001355007 Cowen Holdings, Inc. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true 0001613404 RCG LV Pearl LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 true false Class A Common Stock 2022-11-03 4 S 0 11885 10.1015 D 103299 I By Cowen and Company, LLC Class A Common Stock 2022-11-04 4 S 0 3299 10.0733 D 100000 I By Cowen and Company, LLC Class A Common Stock 2023-02-06 4 S 0 75 10.37 D 99925 I By Cowen and Company, LLC Class A Common Stock 2023-02-08 4 S 0 100 10.37 D 99825 I By Cowen and Company, LLC Class A Common Stock 2023-02-09 4 S 0 400 10.35 D 99425 I By Cowen and Company, LLC Class A Common Stock 2023-02-13 4 S 0 100 10.35 D 99325 I By Cowen and Company, LLC Class A Common Stock 2023-02-22 4 S 0 100 10.33 D 99225 I By Cowen and Company, LLC Class A Common Stock 2023-02-24 4 S 0 100 10.35 D 99125 I By Cowen and Company, LLC Class A Common Stock 2023-03-03 4 S 0 75 10.39 D 99050 I By Cowen and Company, LLC Class A Common Stock 2023-03-24 4 P 0 950 10.5459 A 100000 I By Cowen and Company, LLC Class A Common Stock 2023-05-09 4 J 0 100000 10.29 D 0 I 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