Cohen & Co Inc. — Director's Dealing 2010

Oct 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHEN & Co INC. (COHN)
CIK: 0001270436
Period of Report: 2010-10-18

Reporting Person: COHEN DANIEL G (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-18	Series B Voting Non-Convertible Preferred Stock	M	4983557	—	Disposed	4983557	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-18	Series A Voting Convertible Preferred Stock	$0	M	1	Disposed	2012-12-31	Series B Voting Non-Convertible Preferred Stock (4983557)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001	358811	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Cohen Brothers, LLC Membership Units	$		Common Stock, par value $0.001 ()	4983556	Indirect

Footnotes

F1: The Series A Voting Convertible Preferred Stock ("Series A Preferred"), does not have any economic rights but gives the reporting person the right to nominate and elect a number equal to at least one-third (but less than a majority) of the total number of directors on the Company's board of directors. After October 1, 2010, upon written notice to the Company, the reporting person had the right to elect to convert the Series A Preferred into 4,983,557 shares of the Company's Series B Voting Non-Convertible Preferred Stock (the "Series B Preferred"), which does not have any economic rights, but each share of the Series B Preferred is entitled to one vote and will vote together with other Company stockholders on all matters presented to the Company's stockholders. The reporting person elected to exercise the right to convert the Series A Preferred to Series B Preferred on October 18, 2010.

F2: Any Series A Preferred or Series B Preferred outstanding on December 31, 2012 will be automatically redeemed for par value.

F3: Each CB membership unit is redeemable at the reporting person's option, at any time on or after January 1, 2013, for (i) cash in an amount equal to the average of the per share closing prices of the Company common stock for the ten consecutive trading days immediately preceding the date the Company receives the reporting person's notice of redemption, or (ii) at the Company's option, one share of the Company's common stock (up to an aggregate of 4,983,556 of such shares if all of the recapitalized CB membership units are redeemed for shares), subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Company's common stock as a dividend or other distribution on the Company's outstanding common stock, or a further subdivision or combination of the outstanding shares of the Company's common stock.