Cohen & Co Inc. — Director's Dealing 2011

Jun 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSTITUTIONAL FINANCIAL MARKETS, INC. (IFMI)
CIK: 0001270436
Period of Report: 2011-06-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-07	Common Stock, par value $0.001	A	360000	$0.00	Acquired	718811	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Series B Voting Non-Convertible Preferred Stock	4983557	Indirect

Holdings (Derivative)

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

Footnotes

F1: Represents restricted stock granted upon stockholder approval of an amendment to the Company's 2010 Long-Term Incentive Plan to increase the number of shares available under that plan, which occurred on June 7, 2011. The restrictions expire on December 31, 2012 so long as the reporting person is then employed by the Issuer or any of its subsidiaries.

F2: Each IFMI, LLC (formerly Cohen Brothers, LLC) 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 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.