Cohen & Co Inc. — Director's Dealing 2012

Dec 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSTITUTIONAL FINANCIAL MARKETS, INC. (IFMI)
CIK: 0001270436
Period of Report: 2012-12-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common Stock, par value $0.001	D	116595	$0.00	Disposed	602216	Direct
2012-12-28	Series B Voting Non-Convertible Preferred Stock	D	4983557	$0.00	Disposed	0	Indirect
2012-12-28	Series D Voting Non-Convertible Preferred Stock	A	4983557	$0.00	Acquired	4983557	Indirect

Footnotes

F1: Represents restricted stock transferred by the reporting person to the Company pursuant to the reporting person's obligations under the Equity Plan Funding Agreement, dated August 20, 2009, between the Company and the reporting person.

F2: Represents securities transferred by the reporting person to the Company in exchange for Series D Voting Non-Convertible Preferred Stock ("Series D Preferred") pursuant to the Preferred Stock Exchange Agreement, dated December 28, 2012 (the "Exchange Agreement"), between the Company and Cohen Bros. Financial, LLC, of which the reporting person is the sole member.

F3: Represents securities acquired by the reporting person from the Company in exchange for Series B Voting Non-Convertible Preferred Stock pursuant to the Exchange Agreement. The Series D Preferred does not have any economic rights, but each share of the Series D Preferred is entitled to one vote and will vote together with other Company stockholders on all matters presented to the Company's stockholders. Any Series D Preferred outstanding on December 31, 2013 will be automatically redeemed for par value.