Cohen & Company (COHN) Form 4 Cohen & Co / DANIEL G COHEN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COHEN DANIEL G

(Last) (First) (Middle)

C/O COHEN & CO INC.,

2929 ARCH STREET, 17TH FLOOR

(Street)

PHILADELPHIA PA 19104-2870

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cohen & Co Inc. [ COHN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CE Europe

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share								64,113	D
Common Stock, par value $0.01 per share								80,000	I	By EBC 2013 Family Trust
Common Stock, par value $0.01 per share								78,740	I	By Cohen Bros. Financial, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cohen & Company, LLC Membership Units	(1)	10/22/2020		A		2,000,000		(1)	(1)	Common Stock, par value $0.01 per share	200,000(1)	$0.00	20,859,355	D(2)

Explanation of Responses:

1. Mr. Cohen was awarded 2,000,000 restricted membership units ("Units") in Cohen & Company, LLC (the "Operating LLC"), a subsidiary of Cohen & Co Inc. (the "Company"), under the Company's 2020 Long-Term Incentive Plan. The restrictions expire with respect to one-fifth of the Units on each of each of January 31, 2022, January 31, 2023, January 31, 2024, January 31, 2025 and January 31, 2026. Following the expiration of the applicable restrictions on the Units, Mr. Cohen may cause the Operating LLC to redeem such Units at any time thereafter for, at the Company's option, (i) cash or (ii) one share of the Company's common stock for every ten Units.

2. 5,252,002 membership units in the Operating LLC are owned by Cohen Bros. Financial, LLC, a Delaware limited liability company of which Mr. Cohen is the sole member.

	/s/ Joseph W. Pooler, Jr., as attorney-in-fact	10/23/2020
	** 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 4 (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).
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