| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/04/2018 | 3. Issuer Name and Ticker or Trading Symbol Cohen & Co Inc. [ COHN ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.01 | 56,240 | D(1) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Senior Promissory Note | 09/25/2013 | 09/25/2018 | Common Stock, par value $0.01 | 48,729(2) | 30 | D | |
| IFMI, LLC Membership Units | (3) | (3) | Common Stock, par value $0.01 | 20,840(3) | (3) | D | |
| IFMI, LLC Membership Units | (3) | (3) | Common Stock, par value $0.01 | 1,511(3) | (3) | I | By GRAT(4) |
| IFMI, LLC Membership Units | (3) | (3) | Common Stock, par value $0.01 | 4,492(3) | (3) | I | By Spouse |
| Explanation of Responses: |
| 1. On September 1, 2017, Cohen & Company, Inc. (the "Issuer") effected a 1-for-10 reverse stock split (the "Stock Split"), which resulted in the reporting person's ownership of 236,163 fewer shares of common stock. |
| 2. The reporting person may convert all or any part of the outstanding principal amount of $1,461,873 into shares of common stock at a $30.00 per share conversion price, as adjusted to reflect the Stock Split and subject to certain further 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 common stock (subject to customary anti-dilution adjustments) that the note currently can convert into is 51,538 shares (assuming no interest is paid in cash). |
| 3. Each IFMI, LLC membership 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-tenth of a share of common stock, as adjusted to reflect the Stock Split and subject to further appropriate adjustment upon the occurrence of an issuance of additional shares of 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 common stock. |
| 4. The GRAT benefits the reporting person. |
| /s/ Christopher Ricciardi | 01/05/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
