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 6 |
| 1 |
Name of reporting person
Daniel G. Cohen
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| 2 |
Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
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| 3 |
SEC use only
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| 4 |
Source of funds (see instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) ¨
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| 6 |
Citizenship or place of organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7 |
Sole voting power
4,237,734(1)(2)(3)(4)(5)(6)
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8 |
Shared voting power
0
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9 |
Sole dispositive power
4,157,734(1)(2)(4)(5)(6)
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10 |
Shared dispositive power
80,000(3)(6)
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| 11 |
Aggregate amount beneficially owned by each reporting person
4,237,734(1)(2)(3)(4)(5)(6)
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| 12 |
Check box, if the aggregate amount in Row (11) excludes certain shares
(see instructions) ¨
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| 13 |
Percent of class represented by amount in Row (11)
72.03%
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| 14 |
Type of reporting person (see instructions)
IN
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| (1) |
Includes 96,783 shares of the common stock, par value $0.01 per share (“Common Stock”), of Cohen & Company Inc., a Maryland corporation (the “Issuer”), into which 967,833 units of membership interests in Cohen & Company, LLC, a subsidiary of the Issuer, may be redeemed within 60 days of the date of this Amendment No. 16 to Schedule 13D, which the Reporting Person holds directly and which are the subject of this Amendment No. 16 to Schedule 13D. |
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SCHEDULE 13D |
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| CUSIP No. 19249M 102 |
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Page 3 of 6 |
This Amendment No. 16 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 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, Amendment
No. 3 to Schedule 13D filed with the SEC on September 30, 2013, Amendment No. 4 to Schedule 13D filed with the SEC on November 21, 2014,
Amendment No. 5 to Schedule 13D filed with the SEC on October 27, 2015, Amendment No. 6 to Schedule 13D filed with the SEC on December
20, 2017, Amendment No. 7 to Schedule 13D filed with the SEC on February 23, 2018, Amendment No. 8 to Schedule 13D filed with the SEC
on September 26, 2018, Amendment No. 9 to Schedule 13D filed with the SEC on October 4, 2019, Amendment No. 10 to Schedule 13D filed with
the SEC on December 3, 2019; Amendment No. 11 to Schedule 13D filed with the SEC on January 6, 2020; Amendment No. 12 to Schedule 13D
filed with the SEC on June 19, 2020; Amendment No. 13 to Schedule 13D filed with the SEC on October 28, 2021; Amendment No. 14 to Schedule
13D filed with the SEC on December 3, 2021; and Amendment No. 15 to Schedule 13D filed with the SEC on March 22, 2022 (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, LLC (the “Operating LLC”), a subsidiary of Cohen & Company Inc., a Maryland corporation (the “Issuer”),
granted to Daniel G. Cohen (the “Reporting Person”) 2,000,000 restricted units of membership interests in the Operating LLC
(“LLC Units”) 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 400,000 of such restricted LLC Units on January 31, 2023 (collectively, the
“October 2020 Units”).
As previously disclosed, on February 2, 2021, the Operating
LLC granted to the Reporting Person 195,000 restricted LLC Units pursuant to the 2020 Long-Term Incentive Plan. The restrictions will
expire with respect to 97,500 of such restricted LLC Units on January 31, 2023 (collectively, the “February 2021 Units”).
Further, as previously disclosed, on October 28, 2021, the
Operating LLC granted to the Reporting Person 2,000,000 restricted LLC Units pursuant to the 2020 Long-Term Incentive Plan. The restrictions
will expire with respect to 400,000 of such restricted LLC Units on January 31, 2023 (collectively, the “October 2021 Units”).
Finally, as previously disclosed, on December 20, 2021,
the Operating LLC granted to the Reporting Person 211,000 restricted LLC Units pursuant to the 2020 Long-Term Incentive Plan. The restrictions
will expire with respect to 70,333 of such restricted LLC Units on January 31, 2023 (collectively, the “December 2021 Units”).
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SCHEDULE 13D |
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| CUSIP No. 19249M 102 |
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Page 4 of 6 |
Upon the expiration of the restrictions on January 31, 2023
(which date is within 60 days of the date of this Amendment No. 16 to Schedule 13D) on each of the October 2020 Units, the February 2021
Units, the October 2021 Units and the December 2021 Units, the Reporting Person will have the ability to cause the Operating LLC to redeem
such LLC Units at any time for, at the Issuer’s option, (A) cash or (B) one share of the Issuer’s common stock,
par value $0.01 per share (“Common Stock”), for every ten of such restricted LLC Units. Accordingly, upon the expiration of
the restrictions on January 31, 2023, the Reporting Person will have the ability to cause the Issuer to redeem the 967,833 restricted
LLC Units (which number of LLC Units represents the aggregate of the October 2020 Units, the February 2021 Units, the October 2021 Units
and the December 2021 Units), into an aggregate of 96,783 shares of Common Stock and the Reporting Person may be deemed to be the beneficial
owner of all such 96,783 shares of Common Stock, which shares are the subject of this Amendment No. 16 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:
(a)-(b) The percentages used in the table below and elsewhere herein
are based on the following: (a) 1,716,942 shares of Common Stock outstanding as of November 29, 2022 (as provided by the Issuer), plus
(b) 525,200 shares of Common Stock into which 5,252,002 LLC Units may be redeemed within 60 days of the date of this Amendment No. 16
to Schedule 13D, which the Reporting Person holds through Cohen Bros. Financial, LLC, a Delaware limited liability company of which the
Reporting Person is the sole member (“CBF”); plus (c) 1,410,485 shares of Common Stock into which 14,104,853 LLC Units may
be redeemed within 60 days of the date of this Amendment No. 16 to Schedule 13D, which the Reporting Person holds directly; plus (d) 2,022,509
shares of Common Stock into which 20,225,095 LLC Units may be redeemed within 60 days of the date of this Amendment No. 16 to Schedule
13D, which is held by The DGC Family Fintech Trust (the “DGC Trust”), a trust established by the Reporting Person, of which
the Reporting Person may be deemed to be a beneficial owner as a result of his ability to acquire at any time any of the DGC Trust’s
assets, including any securities held by the DGC Trust (and, in turn, the sole voting and sole dispositive power with respect to such
securities), by substituting other property of an equivalent value without the approval or consent of any person, including any trustee
or beneficiary of the DGC Trust; plus (e) 96,783 shares of Common Stock into which the October 2020 Units, the February 2021 Units, the
October 2021 Units and the December 2021 Units (representing an aggregate of 967,833 restricted LLC Units) may be redeemed within 60 days
of the date of this Amendment No. 16 to Schedule 13D, which the Reporting Person holds directly.
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SCHEDULE 13D |
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| CUSIP No. 19249M 102 |
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Page 5 of 6 |
Number of
Shares of
Common Stock
with Sole Voting
Power | | |
Number of Shares
of
Common
Stock with Shared
Voting
Power
Dispositive
Power | | |
Number of Shares
of Common
Stock with Sole
Dispositive Power | | |
Number of Shares
of
Common
Stock
with
Shared
Dispositive Power | | |
Aggregate
Number
of Shares of
Common Stock
Beneficially
Owned | | |
Percentage
of
Class
Beneficially
Owned | |
| | 4,237,734 | (1)(2)(3)(4)(5)(6) | |
| 0 | | |
| 4,157,734 | (1)(2)(4)(5)(6) | |
| 80,000 | (3) | |
| 4,237,734 | (1)(2)(3)(4)(5)(6) | |
| 72.03 | % |
| (1) |
Includes (i) 24,017 shares of Common Stock held directly by the Reporting Person, and (ii) 78,740 shares of Common Stock held through CBF. |
| (2) |
Includes (i) 525,200 shares of Common Stock into which 5,252,002 LLC Units in Cohen & Company, LLC, a subsidiary of the Issuer, may be redeemed within 60 days of the date of this Amendment No. 16 to Schedule 13D, which the Reporting Person holds through CBF; and (ii) 1,410,485 shares of Common Stock into which 14,104,853 LLC Units may be redeemed within 60 days of the date of this Amendment No. 16 to Schedule 13D, which the Reporting Person holds directly. |
| (3) |
Includes 80,000 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 and because the Reporting Person has sole voting power with respect to all shares held by EBC. 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 are made by a majority of the trustees of EBC. |
| (4) |
Includes 2,022,509 shares of Common Stock into which 20,225,095 Units may be redeemed within 60 days of the date of this Amendment No. 16 to Schedule 13D, which is held by the DGC Trust. |
| (5) |
Includes 96,783 shares of the Common Stock into which the October 2020 Units, the February 2021 Units, the October 2021 Units and the December 2021 Units (representing an aggregate of 967,833 restricted LLC Units) may be redeemed within 60 days of the date of this Amendment No. 16 to Schedule 13D, which the Reporting Person holds directly. |
| (6) |
Does not include 120,000 shares of Common Stock into which 1,200,000 restricted LLC Units granted to the Reporting Person on October 22, 2020 may become convertible, as the Reporting Person will not have the right to so convert such restricted LLC Units until such time as the restrictions on such LLC Units expire. The restrictions expire with respect to 400,000 of such restricted LLC Units on each of January 31, 2024, January 31, 2025 and January 31, 2026, in each case, so long as the Reporting Person is then employed by the Company or any of its subsidiaries. Also, does not include 160,000 shares of Common Stock into which 1,600,000 restricted LLC Units granted to the Reporting Person on October 28, 2021 may become convertible, as the Reporting Person will not have the right to so convert such restricted LLC Units until such time as the restrictions on such LLC Units expire. The restrictions expire with respect to 400,000 of such restricted LLC Units on each of January 31, 2024, January 31, 2025, January 31, 2026 and January 31, 2027, in each case, so long as the Reporting Person is then employed by the Company or any of its subsidiaries. Finally, does not include 14,066 shares of Common Stock into which 140,660 restricted LLC Units granted to the Reporting Person on December 20, 2021 may become convertible, as the Reporting Person will not have the right to so convert such restricted LLC Units until such time as the restrictions on such LLC Units expire. The restrictions expire with respect to 7,033 of such restricted LLC Units on each of January 31, 2024 and January 31, 2025, in each case, so long as the Reporting Person is then employed by the Company or any of its subsidiaries |
(c) Except as set forth in Item 3 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: December 5, 2022
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By: |
/s/ Daniel G. Cohen |
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Name: |
Daniel G. Cohen |