Cohen & Co Inc. — Director's Dealing 2018

Jan 5, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Cohen & Co Inc. (COHN)
CIK: 0001270436
Period of Report: 2018-01-04

Reporting Person: Ricciardi Stephanie (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01	55000	Direct
Common Stock, par value $0.01	1240	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Senior Promissory Note	$30.00	2018-09-25	Common Stock, par value $0.01 (48729)		Indirect
IFMI, LLC Membership Units	$		Common Stock, par value $0.01 (4492)		Direct
IFMI, LLC Membership Units	$		Common Stock, par value $0.01 (1511)		Indirect
IFMI, LLC Membership Units	$		Common Stock, par value $0.01 (20840)		Indirect

Footnotes

F1: The reporting person and her spouse hold 55,000 shares jointly. The reporting person's spouse holds 1,240 shares individually.

F2: On September 1, 2017, Cohen & Company, Inc. (the "Issuer") effected a 1-for-10 reverse stock split (the "Stock Split"), which resulted in the reporting person's ownership of 225,000 fewer shares of common stock jointly with her spouse. The stock split also resulted in the reporting person's spouse's ownership of 11,163 fewer shares of common stock individually.

F3: The reporting person's spouse may convert all or any part of the outstanding principal amount of $1,461,873 into shares of common stock at a $30.00 per share conversion price, as adjusted to reflect the Stock Split and subject to certain further customary anti-dilution adjustments. In addition, under certain situations, the Issuer can elect to pay interest on the note by increasing the principal amount of the note. If the Issuer elects this option, the number of shares that the note converts into will increase. The maximum number of shares of common stock (subject to customary anti-dilution adjustments) that the note currently can convert into is 51,538 shares (assuming no interest is paid in cash).

F4: Each IFMI, LLC membership unit is redeemable at the holder's option, at any time, for (a) cash in an amount equal to the average of the per share closing prices of the Issuer's common stock for the ten consecutive trading days immediately preceding the date the Issuer receives the holder's notice of redemption, or (b) at the Issuer's option, one-tenth of a share of common stock, as adjusted to reflect the Stock Split and subject to further appropriate adjustment upon the occurrence of an issuance of additional shares of common stock as a dividend or other distribution on the Issuer's outstanding common stock, or a further subdivision or combination of the outstanding shares of common stock.

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