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: 2010-07-16

Reporting Person: Ricciardi Christopher (President, 10% Owner)

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	1718752	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-16	IFMI, LLC Membership Units	$	G	110194	Disposed		Common Stock, par value $0.001 (110194)	Indirect
2010-07-16	IFMI, LLC Membership Units	$	G	110194	Acquired		Common Stock, par value $0.001 (110194)	Direct
2011-01-16	IFMI, LLC Membership Units	$	G	98211	Disposed		Common Stock, par value $0.001 (98211)	Indirect
2011-01-16	IFMI, LLC Membership Units	$	G	98211	Acquired		Common Stock, par value $0.001 (98211)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001	48448	Indirect
Common Stock, par value $0.001	1358752	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
IFMI, LLC Membership Units	$		Common Stock, par value $0.001 (44925)	44925	Indirect

Footnotes

F1: Each IFMI, LLC membership unit is redeemable at the holder's option, at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Institutional Financial Markets, Inc. (the "Company") 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 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.

F2: These membership units of IFMI, LLC were distributed to the reporting person by the GRAT, in satisfaction of a payment due from the GRAT.

F3: The reporting person and his spouse hold 1,351,721 shares jointly. The reporting person holds 7,031 shares individually.

F4: The GRAT benefits the reporting person.

F5: Represents restricted stock granted subject to 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. Pursuant to the reporting person's Amended and Restated Employment Agreement with the Issuer, the reporting person agreed to forfeit the shares on October 16, 2011, at which time the Issuer is required to pay the reporting person an amount equal to the number of shares of restricted stock forfeited multiplied by the average closing price as reported by the NYSE Amex of the Issuer's common stock during the 20 trading days prior to such payment.