Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
03 Dezembro 2024 - 6:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
COHEN & COMPANY INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
19249M 102
(CUSIP Number)
Lester R. Brafman
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104-2870
(215) 701-9555
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 2024
(Date of Event Which Requires Filing of This
Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
|
SCHEDULE
13D |
|
CUSIP No. 19249M 102 |
|
Page 2
of 5 |
1 |
|
Name of reporting person
Lester R. Brafman
|
2 |
|
Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
|
3 |
|
SEC use only
|
4 |
|
Source of funds (see instructions)
OO |
5 |
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) ¨
|
6 |
|
Citizenship or place of organization
United States of America |
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7 |
|
Sole voting power
275,702(1) |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
275,702 (1) |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
275,702 (1) |
12 |
|
Check box, if the aggregate amount in Row (11) excludes certain
shares (see instructions) ¨
|
13 |
|
Percent of class represented by amount in Row (11)
14.14% |
14 |
|
Type of reporting person (see instructions)
IN |
(1) |
Includes 40,000 restricted shares of the common stock, par value $0.01 per share (“Common
Stock”), of Cohen & Company Inc., a Maryland corporation, held directly by Lester R. Brafman (the “Reporting Person”),
the restrictions on which will expire on January 31, 2025. Upon the expiration of such restrictions on January 31, 2025, which date
is within 60 days of the date of this Amendment No. 4 to Schedule 13D, the Reporting Person will acquire both voting and dispositive
control over all such shares of Common Stock. Accordingly, the Reporting Person may be deemed to be the beneficial owner of all of
such 40,000 restricted shares of Common Stock, which shares are the subject of this Amendment No. 4 to Schedule 13D. |
|
SCHEDULE
13D |
|
CUSIP No. 19249M 102 |
|
Page 3
of 5 |
This Amendment No. 4 to Schedule 13D is filed to amend Items 3, 4
and 5 of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2021, as amended
by Amendment No. 1 to Schedule 13D filed with the SEC on December 3, 2021; as amended by Amendment No. 2 to Schedule 13D filed with the
SEC on December 5, 2022; and as amended by Amendment No. 3 to Schedule 13D filed with the SEC on December 4, 2023 (as so amended, the
“Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.
Item 3. |
Source
and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby supplemented as follows:
As previously disclosed, on October 22, 2020, Cohen & Company
Inc., a Maryland corporation (the “Issuer”), granted to Lester R. Brafman (the “Reporting Person”) 200,000 restricted
shares of the Issuer’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Issuer’s 2020
Long-Term Incentive Plan, as amended. The restrictions will expire with respect to 40,000 of such restricted shares of Common Stock on
January 31, 2025 (collectively, the “October 2020 Shares”).
Upon the expiration of the restrictions on January 31, 2025 (which
date is within 60 days of the date of this Amendment No. 4 to Schedule 13D) with respect to the October 2020 Shares, the Reporting Person
will acquire both voting and dispositive control over such shares of Common Stock. Accordingly, the Reporting Person may be deemed to
be the beneficial owner of all of the October 2020 Shares (or, an aggregate of 40,000 shares of Common Stock). Such 40,000 shares of
Common Stock are the subject of this Amendment No. 4 to Schedule 13D.
Item 4. |
Purpose of Transaction. |
Item 4 of this Schedule 13D is hereby supplemented by the information
set forth in Item 3 above, which information is incorporated by reference herein.
Item 5. |
Interest in Securities of the
Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
The responses of the Reporting Person to rows (7) through (13)
of the cover page of this Schedule 13D are incorporated herein by reference.
(a) The
percentage of ownership indicated in this Schedule 13D is calculated based on 1,950,152 shares of Common Stock outstanding as of November
27, 2024, as provided by the Company.
(b) Upon
the expiration on January 31, 2025 of the restrictions on the October 2020 Shares, the Reporting Person will have the sole power to vote
or direct the vote of, and the sole power to dispose or direct the disposition of, all such shares of Common Stock.
(c) The information
in Item 4 is incorporated herein by reference. Except as set forth in this Schedule 13D, there have been no transactions in the Common
Stock effected during the past 60 days by the Reporting Person.
|
SCHEDULE
13D |
|
CUSIP No. 19249M 102 |
|
Page 4
of 5 |
(d) To
the knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale of, the October 2020 Shares.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 3, 2024
|
By: |
/s/ Lester R. Brafman |
|
Name: |
Lester R. Brafman |
Cohen & (AMEX:COHN)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Cohen & (AMEX:COHN)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024