UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
COHEN & COMPANY INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
19249M 102
(CUSIP Number)
Lester R. Brafman
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104-2870
(215) 701-9555
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 2, 2022
(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.
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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 |
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| CUSIP
No. 19249M 102 |
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Page 2
of 5 |
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1 |
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Name of reporting person
Lester R. Brafman
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2 |
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Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) ¨
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3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO
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5 |
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Check if
disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) ¨
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6 |
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Citizenship or place of organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7 |
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Sole voting power
195,702(1)
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8 |
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Shared voting power
0
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9 |
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Sole dispositive power
195,702 (1)
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10 |
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Shared dispositive power
0
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11 |
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Aggregate amount beneficially owned by each reporting person
195,702 (1)
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12 |
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Check box,
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨
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13 |
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Percent of class represented by amount in Row (11)
11.40%
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14 |
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Type of reporting person (see instructions)
IN
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(1) |
Includes 49,750 restricted shares of
the common stock, par value $0.01 per share (“Common Stock”), of
Cohen & Company Inc., a Maryland corporation, held directly by
Lester R. Brafman (the “Reporting Person”), the restrictions on
which will expire on January 31, 2023. Upon the expiration of such
restrictions on January 31, 2023, which date is within 60 days of
the date of this Amendment No. 2 to Schedule 13D, the Reporting
Person will acquire both voting and dispositive control over all
such shares of Common Stock. Accordingly, the Reporting Person may
be deemed to be the beneficial owner of all of such 49,750
restricted shares of Common Stock, which shares are the subject of
this Amendment No. 2 to Schedule 13D. |
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SCHEDULE
13D |
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| CUSIP
No. 19249M 102 |
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Page 3
of 5 |
This Amendment No. 2 to Schedule 13D is filed to amend Items 3, 4
and 5 of the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on February 16, 2021, as amended by
Amendment No. 1 to Schedule 13D filed with the SEC on December 3,
2021 (as so amended, the “Schedule 13D”). Except as set forth
herein, the Schedule 13D is unmodified.
| Item
3. |
Source
and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby supplemented as follows:
As previously disclosed, on October 22, 2020, Cohen & Company
Inc., a Maryland corporation (the “Issuer”), granted to Lester R.
Brafman (the “Reporting Person”) 200,000 restricted shares of the
Issuer’s common stock, par value $0.01 per share (“Common Stock”),
pursuant to the Issuer’s 2020 Long-Term Incentive Plan, as amended
(the “2020 Long-Term incentive Plan”). The restrictions will expire
with respect to 40,000 of such restricted shares of Common Stock on
January 31, 2023 (collectively, the “October 2020 Shares”).
Further, as previously disclosed, on February 2, 2021, the Issuer
granted to the Reporting Person 19,500 restricted shares of Common
Stock pursuant to the 2020 Long-Term Incentive Plan. The
restrictions will expire with respect to 9,750 of such restricted
shares of Common Stock on January 31, 2023 (collectively, the
“February 2021 Shares”).
Upon the expiration of the restrictions on January 31, 2023 (which
date is within 60 days of the date of this Amendment No. 2 to
Schedule 13D) with respect to each of the October 2020 Shares and
the February 2021 Shares, the Reporting Person will acquire both
voting and dispositive control over all such shares of Common
Stock. Accordingly, the Reporting Person may be deemed to be the
beneficial owner of all of the October 2020 Shares and the February
2021 Shares (which represent an aggregate of 49,750 shares of
Common Stock). Such 49,750 shares of Common Stock are the subject
of this Amendment No. 2 to Schedule 13D.
| Item
4. |
Purpose
of Transaction. |
Item 4 of this Schedule 13D is hereby supplemented by the
information set forth in Item 3 above, which information is
incorporated by reference herein.
| Item
5. |
Interest
in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The responses of the Reporting Person to rows (7) through (13)
of the cover page of this Schedule 13D are incorporated herein
by reference.
(a) The percentage of ownership indicated in this Schedule 13D is
calculated based on 1,716,942 shares of Common Stock outstanding as
of November 29, 2022, as provided by the Company, which number
includes the 49,750 shares of Common Stock representing all of the
October 2020 Shares and the February 2021 Shares, of which the
Reporting Person may be deemed to be the beneficial owner.
(b) Upon the expiration on January 31, 2023 of the restrictions on
the October 2020 Shares and the February 2021 Shares, the Reporting
Person will have the sole power to vote or direct the vote of, and
the sole power to dispose or direct the disposition of, all such
shares of Common Stock.
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SCHEDULE
13D |
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| CUSIP
No. 19249M 102 |
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Page 4
of 5 |
(c) The information in Item 4 is incorporated herein by reference.
Except as set forth in this Schedule 13D, there have been no
transactions in the Common Stock effected during the past 60 days
by the Reporting Person.
(d) To the knowledge of the Reporting Person, no person other than
the Reporting Person has the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of,
the October 2020 Shares and/or the February 2021 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: December 5, 2022
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By: |
/s/ Lester R. Brafman |
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Name: Lester R. Brafman |
Cohen & (AMEX:COHN)
Graphique Historique de l'Action
De Mar 2023 à Avr 2023
Cohen & (AMEX:COHN)
Graphique Historique de l'Action
De Avr 2022 à Avr 2023
