Cohen & Co Inc. — Director's Dealing 2010

Mar 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHEN & Co INC. (COHN)
CIK: 0001270436
Period of Report: 2009-12-24

Reporting Person: Ricciardi Stephanie (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-24	Common Stock, par value $0.001	A	1092465	—	Acquired	1450103	Direct
2009-12-31	Common Stock, par value $0.001	G	61225	$4.90	Disposed	1388878	Direct
2010-01-18	Common Stock, par value $0.001	D	11291	$7.47	Disposed	0	Indirect
2010-01-18	Common Stock, par value $0.001	A	11291	$7.47	Acquired	18322	Indirect
2010-01-18	Common Stock, par value $0.001	G	11291	$7.47	Disposed	7031	Indirect
2010-01-18	Common Stock, par value $0.001	G	11291	$7.47	Acquired	1400169	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-18	Recapitalized Cohen Brothers Membership Units	$	D	44925	Disposed		Common Stock, par value $0.001 (44925)	Indirect
2010-01-18	Recapitalized Cohen Brothers Membership Units	$	A	44925	Acquired		Common Stock, par value $0.001 (44925)	Indirect
2010-01-18	Recapitalized Cohen Brothers Membership Units	$	G	44925	Disposed		Common Stock, par value $0.001 (44925)	Indirect
2010-01-18	Recapitalized Cohen Brothers Membership Units	$	G	44925	Acquired		Common Stock, par value $0.001 (44925)	Direct

Footnotes

F1: The reporting person's spouse tranferred 1,092,465 shares of Cohen & Company Inc. (the "Company") common stock to an account jointly held by the reporting person and her spouse.

F2: This number includes 357,639 shares of the Company's common stock owned by the reporting person prior to December 24, 2009.

F3: The 61,225 shares of common stock were gifted to The Ricciardi Family Foundation as of December 31, 2009.

F4: These 11,291 shares of the Company's common stock and 44,925 recapitalized membership units of Cohen Brothers, LLC ("CB") were distributed to the reporting person's spouse by The Christopher Ricciardi Irrevocable Annuity Retained Trust U/A/D January 16, 2008 (the "GRAT"), in satisfaction of a payment due from the GRAT and were immediately gifted by the reporting person's spouse to the reporting person.

F5: The GRAT benefits the reporting person's spouse.

F6: Each CB membership unit is redeemable at the holder's option, at any time on or after June 16, 2010, for (i) cash in an amount equal to the average of the per share closing prices of the Company's common stock for the ten consecutive trading days immediately preceding the date the Company receives the holder's notice of redemption, or (ii) at the Company's option, one share of the Company's common stock, 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.