- COHN Dashboard
- Financials
- Filings
-
Holdings
- Transcripts
- ETFs
- Insider
- Institutional
- Shorts
-
SC 13D/A Filing
Cohen & Company (COHN) SC 13D/AInstitutional Financial Markets, Inc.
Filed: 6 Nov 15, 12:00am
| UNITED STATES |
|
| SECURITIES AND EXCHANGE COMMISSION |
|
| Washington, D.C. 20549 |
|
|
|
|
| SCHEDULE 13D |
|
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
INSTITUTIONAL FINANCIAL MARKETS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
45779L 107
(CUSIP Number)
Christopher Ricciardi
51 Shellbark Lane
Briarcliff Manor, New York 10510
(212) 328-7911
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e) , Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | Name of Reporting Person | |||
| |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
| (a) | o | ||
|
| (b) | o | ||
| |||||
| 3 | SEC Use Only | |||
| |||||
| 4 | Source of Funds | |||
| |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
| 6 | Citizenship or Place of Organization | |||
| |||||
Number of | 7 | Sole Voting Power | |||
| |||||
8 | Shared Voting Power | ||||
| |||||
9 | Sole Dispositive Power | ||||
| |||||
10 | Shared Dispositive Power | ||||
| |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
| 12 | Check Box, if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||
| |||||
| 14 | Type of Reporting Person | |||
(1) Includes 268,445 units of membership interest in the Issuer’s direct subsidiary, IFMI, LLC, beneficially owned by Christopher Ricciardi which may be redeemed for, at the Issuer’s option, either cash or shares of the Issuer’s common stock, par value $0.001 (the “Common Stock”). Also includes 487,291 shares of the Issuer’s Common Stock, issuable upon conversion of a convertible senior promissory note currently held by the Reporting Persons. Does not include the additional approximately 125,000 shares of the Issuer’s Common Stock into which such note may convert in the event that all remaining interest thereunder is paid in cash.
| 1 | Name of Reporting Person | |||
| |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
| (a) | o | ||
|
| (b) | o | ||
| |||||
| 3 | SEC Use Only | |||
| |||||
| 4 | Source of Funds | |||
| |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
| 6 | Citizenship or Place of Organization | |||
| |||||
Number of | 7 | Sole Voting Power | |||
| |||||
8 | Shared Voting Power | ||||
| |||||
9 | Sole Dispositive Power | ||||
| |||||
10 | Shared Dispositive Power | ||||
| |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
| 12 | Check Box, if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
| 13 | Percent of Class Represented by Amount in Row (11) | |||
| |||||
| 14 | Type of Reporting Person | |||
(2) Includes 268,445 units of membership interest in the Issuer’s direct subsidiary, IFMI, LLC, beneficially owned by Stephanie Ricciardi which may be redeemed for, at the Issuer’s option, either cash or shares of the Issuer’s Common Stock. Also includes 487,291 shares of the Issuer’s Common Stock, issuable upon conversion of a convertible senior promissory note currently held by the Reporting Persons. Does not include the additional approximately 125,000 shares of the Issuer’s Common Stock into which such note may convert in the event all remaining interest thereunder is paid in cash.
This Amendment No. 9 to Schedule 13D is filed to amend and/or supplement Items 3, 4 and 5 to reflect changes to the Schedule 13D filed by Christopher Ricciardi and Stephanie Ricciardi with the Securities and Exchange Commission (the “SEC”) on July 2, 2009, as amended on December 21, 2009 by Amendment No. 1 to Schedule 13D; on December 24, 2009 by Amendment No. 2 to Schedule 13D; on April 25, 2011 by Amendment No. 3 to Schedule 13D; on July 17, 2011 by Amendment No. 4 to Schedule 13D; on May 15, 2013 by Amendment No. 5 to Schedule 13D; on September 30, 2013 by Amendment No. 6 to Schedule 13D; on September 1, 2015 by Amendment No. 7 to Schedule 13D; and on October 19, 2015 by Amendment No. 9 to Schedule 13D. Each of Christopher Ricciardi and Stephanie Ricciardi are referred to herein as the “Reporting Persons” and this amendment is being filed on behalf of each such Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of this Schedule 13D is hereby supplemented as follows:
On November 5 and November 6, 2015, the Reporting Persons acquired an aggregate of 250,000 shares of the Issuer’s common stock, par value $0.001 (the “Common Stock”) from other stockholders of the Company in private transactions, at a price per share of $2.00 and an aggregate purchase price of $500,000. The source of funds for payment of the purchase prices of the shares of Common Stock was personal funds of the Reporting Persons.
Item 4. Purpose of the Transaction.
Item 4 of this Schedule 13D is hereby supplemented as follows:
The information in Item 5 is incorporated by reference herein.
The Reporting Persons acquired the shares of Common Stock described in Item 3 of this Schedule 13D for investment purposes.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirely as follows:
(a)-(b) The percentages used in the table below and elsewhere herein are based on (a) 13,382,811 shares of the Issuer’s Common Stock outstanding as of October 31, 2015, as provided in the Issuer’s Quarterly Report on Form 10-Q for the reporting period ended September 30, 2015 and filed with the SEC on November 2, 2015; plus (b) 487,291 shares of Common Stock, issuable upon conversion of a convertible senior promissory note in the aggregate principal amount of $1,461,873, convertible at $3.00 per share, subject to certain customary anti-dilution adjustments; plus (c) 268,445 units of membership interest in the Issuer’s direct subsidiary, IFMI, LLC (“IFMI Units”) which may be redeemed for, at the Issuer’s option, either cash or shares of Common Stock. The percentages used in the table below and elsewhere herein do not include 4,983,557 shares of Series E Non-Convertible Preferred Stock of the Issuer which is currently outstanding and which votes together with the Common Stock on all matters submitted to a vote of stockholders of the Issuer.
Reporting Person |
| Number of |
| Number of Shares |
| Number of Shares |
| Aggregate |
| Percentage of |
|
Christopher Ricciardi |
| 12,403 |
| 12,403 |
| 1,005,736 |
| 1,018,139 |
| 7.20 | % |
Stephanie Ricciardi |
| 0 |
| 0 |
| 1,005,736 |
| 1,005,736 |
| 7.11 | % |
Mr. Ricciardi and Mrs. Ricciardi may each be deemed a beneficial owner of 250,000 shares of Common Stock held in a joint account. Mr. Ricciardi has sole voting and dispositive power of 12,403 shares of Common Stock, all of which are restricted shares granted to Mr. Ricciardi by the Issuer and which restrictions expire on February 4, 2016.
Mr. Ricciardi and Mrs. Ricciardi may each be deemed a beneficial owner of 268,445 shares of the Issuer’s Common Stock that may be issued upon the redemption of the same number of IFMI Units beneficially owned by Mr. Ricciardi and Mrs. Ricciardi. Each IFMI Unit is redeemable at the holder’s option, at any time, for (a) cash in an amount equal to the average of the per share closing prices of the Issuer’s Common Stock for the ten consecutive trading days immediately preceding the date the Issuer receives the holder’s notice of redemption, or (b) at the Issuer’s option, one share of the Issuer’s Common Stock, subject to appropriate adjustment upon the occurrence of an issuance of additional shares of the Issuer’s Common Stock as a dividend or other distribution on the Issuer’s outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Issuer’s Common Stock.
Prior to October 28, 2015, Mr. Ricciardi and Mrs. Ricciardi held a convertible senior promissory note with a face value of $1,461,873 through Mead Park Capital Partners LLC (“Mead Park LLC”). Mead Park LLC assigned and transferred such note to the Reporting Persons pursuant to an Assignment of Convertible Senior Promissory Note dated as of October 28, 2015. Accordingly, the Reporting Persons currently hold the note directly. The Reporting Persons may, at their option at any time prior to September 25, 2018 (the maturity date), convert all or any part of the outstanding principal amount of the note into shares of the Issuer’s Common Stock at a $3.00 per share conversion price, subject to certain customary anti-dilution adjustments. In addition, under certain situations, the Issuer can elect to pay interest on the note by increasing the principal amount of the note. If the Issuer elects this option, the number of shares that the note converts into will increase. The maximum number of shares of the Issuer’s Common Stock (subject to customary anti-dilution adjustments) that the note currently can convert into is approximately 610,000 shares (assuming no interest is paid in cash). The additional approximately 125,000 shares of Common Stock into which the note can convert in the event all remaining interest thereunder is paid in cash are not included in this Schedule 13D as shares of Common Stock that the Reporting Persons may be deemed to beneficially own.
(c) Except as set forth in this Amendment No. 9 to this Schedule 13D, there have been no transactions by the Reporting Persons in shares of Common Stock since the filing of Amendment No. 8 to this Schedule 13D.
(d) Each Reporting Person has the right to receive dividends from the shares of Common Stock
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 5, 2015
/s/ Christopher Ricciardi |
|
Christopher Ricciardi |
|
|
|
/s/ Stephanie Ricciardi |
|
Stephanie Ricciardi |
|
[Signature Page to Schedule 13D Amendment]