UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
INSTITUTIONAL FINANCIAL MARKETS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
45779L 107
(CUSIP Number)
Daniel G. Cohen
Cira Centre
2929 Arch Street, 17th Floor
Philadelphia, Pennsylvania 19104-2870
(215) 701-9555
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 13, 2014
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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).
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| | SCHEDULE 13D | | |
| CUSIP No. 45779L 107 | | | | Page 2 of 4 |
| | | | | | |
| 1 | | Name of reporting person Daniel G. Cohen |
| 2 | | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨ |
| 3 | | SEC use only |
| 4 | | Source of funds (see instructions) OO |
| 5 | | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| 6 | | Citizenship or place of organization United States |
Number of shares beneficially owned by each reporting person with | | 7 | | Sole voting power 6,981,596(1) (2)(3) |
| | 8 | | Shared voting power 0 |
| | 9 | | Sole dispositive power 5,381,596(1)(2) |
| | 10 | | Shared dispositive power 1,600,000(3) |
| 11 | | Aggregate amount beneficially owned by each reporting person 6,981,596(1) (2)(3) |
| 12 | | Check box, if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ |
| 13 | | Percent of class represented by amount in Row (11) 33.34% |
| 14 | | Type of reporting person (see instructions) IN |
| (1) | Includes 398,039 shares of the common stock (“Common Stock”) of Institutional Financial Markets, Inc. (the “Issuer”) held directly by the Reporting Person, 100,000 of which are restricted shares that will vest on December 31, 2014 so long as the Reporting Person is then employed by the Issuer or any of its subsidiaries. |
| (2) | Includes 4,983,557 units of membership interest in the Operating Company (as defined below) owned by Cohen Bros. Financial, LLC, a Delaware limited liability company of which the Reporting Person is the sole member (“CBF”), which may be redeemed for, at the Issuer’s option, either cash or shares of Common Stock. |
| (3) | Includes 800,000 shares of Common Stock held by EBC 2013 Family Trust (“EBC”), of which the Reporting Person may be deemed to be a beneficial owner as a result of his position as a trustee of EBC. Also includes 800,000 shares of Common Stock into which a convertible promissory note issued by the Issuer to EBC in the aggregate principal amount of $2,400,000 (the “Note”) may be converted in the event that all of the interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. Does not include the additional 297,048 shares of Common Stock into which the Note may be converted in the event that none of the remaining interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. While the Reporting Person has sole voting power with respect to all shares of the Issuer held by EBC, decisions with respect to the disposition of such shares will be made by a majority of the trustees of EBC. |
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| | SCHEDULE 13D | | |
| CUSIP No. 45779L 107 | | | | Page 3 of 4 |
This Amendment No. 4 to Schedule 13D is filed to amend Items 4 and 5 of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2011, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 17, 2013, Amendment No. 2 to Schedule 13D filed with the SEC on May 14, 2013, and Amendment No. 3 filed with the SEC on September 30, 2013 (as so amended, the “Schedule 13D”).
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby supplemented as follows:
On November 13, 2014, the Reporting Person sold to the Issuer an aggregate of 100,000 shares of Common Stock for $1.77 per share in a private transaction for an aggregate purchase price of $177,000.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) The percentages used in the table below and elsewhere herein are based on the following: (a) 15,155,509 shares of Common Stock outstanding as of October 31, 2014, as provided in the Issuer’s Quarterly Report on Form 10-Q for the reporting period ended September 30, 2014 and filed with the SEC on November 3, 2014, plus (b) 4,983,557 membership units in IFMI, LLC, a majority owned subsidiary of the Issuer (the “Operating Company”), which the Reporting Person owns through CBF; plus (c) 800,000 shares of Common Stock, representing the EBC Conversion Shares (as defined below).
| | | | | | | | | | | | | | | | |
Reporting Person | | Number of
Shares of
Common Stock
with Sole
Voting Power | | | Number of
Shares
of Common
Stock
with Sole
Dispositive
Power | | | Aggregate
Number
of Shares of
Common
Stock
Beneficially
Owned | | | Percentage
of
Class
Beneficially
Owned | |
Daniel G. Cohen | | | 6,981,596 | (1)(2)(3) | | | 5,381,596 | (1)(2) | | | 6,981,596 | (1)(2)(3) | | | 33.34 | % |
| (1) | Includes 398,039 shares of Common Stock held directly by the Reporting Person, 100,000 of which are restricted shares that will vest on December 31, 2014 so long as the Reporting Person is then employed by the Issuer or any of its subsidiaries. |
| (2) | Includes 4,983,557 units of membership interest in the Operating Company owned by CBF, which may be redeemed for, at the Issuer’s option, either cash or shares of Common Stock. |
| (3) | Includes 800,000 shares of Common Stock held by EBC. Also includes 800,000 shares (the “EBC Conversion Shares”) of Common Stock into which the Note may be converted in the event that all of the interest thereunder is paid to the holders thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. Does not include the additional 297,048 shares of Common Stock into which the Note may be converted in the event that none of the remaining interest thereunder is paid to the holders thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. While the Reporting Person has sole voting power with respect to all shares of the Issuer held by EBC, decisions with respect to the disposition of such shares will be made by a majority of the trustees of EBC. |
(c) Except as set forth in Item 4 above, there have been no transactions by the Reporting Person in shares of Common Stock during the last 60 days.
(d) EBC has the right to receive dividends from, and the proceeds from the sale of, all shares of Common Stock owned by EBC. The Reporting Person, Mr. Raphael Licht and Mr. Jeffrey D. Blomstrom, as the trustees of EBC, have the power to direct the receipt of dividends from, and the proceeds from the sale of such shares.
(e) Not applicable.
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 21, 2014
|
/s/ Daniel G. Cohen |
| Daniel G. Cohen |
