Cohen & Co Inc. — Director's Dealing 2010

Oct 21, 2010

SEC Form 4/A — Form 4/A

Issuer: COHEN & Co INC. (COHN)
CIK: 0001270436
Period of Report: 2009-12-16

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-16	Cohen Brothers, LLC Membership Units	$	A	4983556	Disposed		Common Stock, par value $0.001 ()	Indirect
2009-12-16	Series A Voting Convertible Preferred Stock	$	A	1	Acquired	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

Footnotes

F1: On December 16, 2009, pursuant to the Agreement and Plan of Merger, dated February 20, 2009, as amended, by and among Alesco Financial Inc. (now Cohen & Company Inc., the "Company"), Alesco Financial Holdings, LLC, then a wholly owned subsidiary of the Company ("Merger Sub"), and Cohen Brothers, LLC ("CB"), Merger Sub merged with and into CB, with CB becoming a majority-owned subsidiary of the Company ("Merger"). Immediately prior to the Merger, (1) each then outstanding Class A membership unit of CB, together with one then outstanding Class B membership unit of CB, was recapitalized into 0.57372 of a recapitalized membership unit of CB, and (2) the Company completed a 1-for-10 reverse split of its common stock. Immediately following the Merger, the Company changed its name from Alesco Financial Inc. to Cohen & Company Inc. and the Company's post-reverse split shares began trading on the NYSE Amex under the trading symbol "COHN".

F2: 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 after giving effect to the 1-for-10 reverse split of the Company's common stock on December 16, 2009 (or 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.

F3: This number refers to shares of the Company's "post-reverse split common stock," as described in Note 2.

F4: Each CB membership unit was acquired upon the recapitalization of CB in exchange for 1.74301 Class A membership units of CB and 1.74301 Class B membership units of CB outstanding prior to the recapitalization.

F5: On December 16, 2009, the reporting person received one share of the Series A Voting Convertible Preferred Stock (the "Series A Preferred"), which 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 may convert the share of 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 will entitle the holder to vote the Series B Preferred. Each share of the Series B Preferred will be entitled to one vote and will vote together with other Company stockholders on all matters presented to the Company's stockholders.

F6: The Series A Preferred and the Series B Preferred will be automatically redeemed for par value on December 31, 2012.