UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
COHEN & COMPANY INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
19249M 102
(CUSIP Number)
Daniel G. Cohen
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 6 |
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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 |
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Number of
Shares of
Common Stock
with Sole Voting
Power
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Number of Shares
of
Common
Stock with Shared
Voting
Power
Dispositive
Power
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Number of Shares
of Common
Stock with Sole
Dispositive Power
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Number of Shares
of
Common
Stock
with
Shared
Dispositive Power
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Aggregate
Number
of Shares of
Common Stock
Beneficially
Owned
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Percentage
of
Class
Beneficially
Owned
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4,237,734 |
(1)(2)(3)(4)(5)(6) |
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0 |
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4,157,734 |
(1)(2)(4)(5)(6) |
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80,000 |
(3) |
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4,237,734 |
(1)(2)(3)(4)(5)(6) |
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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 |
Cohen & (AMEX:COHN)
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