Cohen & Co Inc. — Director's Dealing 2010

Mar 11, 2010

SEC Form 4/A — Form 4/A

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

Reporting Person: Pooler Joseph W. Jr. (EVP, CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-16	Common Stock, par value $0.001	A	28571	—	Acquired	29171	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-16	Cohen Brothers, LLC Plan Units	$	A	50000	Acquired		Common Stock, par value $0.001 (50000)	Direct

Footnotes

F1: This number refers to shares of the Company's "post-reverse split common stock," as described in Note 3.

F2: 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"), and the reporting person acquired 28,571 post-reverse split shares of the Company's common stock in exchange for 28,571 recapitalized membership units of CB on December 16, 2009, the effective date of the Merger. The per share closing price of the Company's pre-reverse split common stock on December 16, 2009, as reported on the New York Stock Exchange ("NYSE"), was $0.65.

F3: 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".

F4: The CB Plan Units represent a contractual right, which vested on December 16, 2009 pursuant to the terms of the reporting person's employment agreement, to receive 50,000 CB membership units that are convertible at any time, at the election of the reporting person, into one share of common stock of the Company for each CB membership unit converted subject 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.

F5: There is no expiration date.

F6: The CB Plan Units were received in exchange for previously outstanding contractual rights to receive CB Class A membership units and CB Class B memberhsip units, which rights were automatically cancelled and converted to CB Plan Units in connection with the Merger described in Note 2. The cancelled and converted units held by the reporting person had entitled the reporting person to receive up to an aggregate of 87,151 Class A membership units and up to an aggregate of 87,151 Class B membership units of CB. In connection with the Merger, the Class A and Class B membership units became recapitalized membership units of CB, as described in Note 3.

F7: Includes 600 shares of "post-reverse split common stock," as described in Note 3, which the reporting person owned prior to the completion of the Merger.