Filing Details

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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. o

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).

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This Amendment No. 7 to Schedule 13D is filed to amend Items 3 and 5 of the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on June 17, 2011, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 17, 2013, Amendment No. 2 to Schedule 13D filed with the SEC on May 14, 2013, Amendment No. 3 to Schedule 13D filed with the SEC on September 30, 2013, Amendment No. 4 to Schedule 13D filed with the SEC on November 21, 2014, Amendment No. 5 to Schedule 13D filed with the SEC on October 27, 2015 and Amendment No. 6 to Schedule 13D filed with the SEC on December 20, 2017 (as so amended, the Schedule 13D).  Except as set forth herein, the Schedule 13D is unmodified.

Item 3 of this Schedule 13D is hereby supplemented as follows:

On February 21, 2018, Daniel G. Cohen (the Reporting Person) was awarded, at no cost to the Reporting Person, 40,191 restricted shares (the Restricted Shares) of common stock of Cohen & Company Inc., a Maryland corporation (the Issuer), par value $0.01 per share (Common Stock), under the Issuers Second Amended and Restated 2010 Long-Term Incentive Plan, as amended (the 2010 Plan).  The grant date fair value per share for the Restricted Shares was $10.45.  The restrictions on the Restricted Shares expire with respect to half of the Restricted Shares on January 31, 2019 and with respect to the remaining half of the Restricted Shares on January 31, 2020 subject to the terms and conditions of the 2010 Plan and the award agreement relating to the Restricted Shares.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) The percentages used in the table below and elsewhere herein are based on the following: (a) 1,273,457 shares of Common Stock outstanding as of February 22, 2018 (as provided by the Issuer), plus (b) 498,355 shares of Common Stock into which the 4,983,557 membership units in Cohen & Company, LLC (formerly IFMI, LLC), a majority owned subsidiary of the Issuer (the Operating Company), which the Reporting Person owns through Cohen Bros. Financial, LLC, a Delaware limited liability company of which the Reporting Person is the sole member (CBF), may be redeemed; plus (c) 80,000 shares of Common Stock into which a convertible promissory note issued by the Issuer to EBC 2013 Family Trust (EBC) on September 25, 2013 in the aggregate principal amount of $2,400,000 (the Note) may be converted in the event that all of the interest thereunder is paid to the holder thereof in cash.

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(1)    Includes 64,113 shares of Common Stock held directly by the Reporting Person.

(2)    Includes 498,355 shares of Common Stock into which the 4,983,557 units of membership interest in the Operating Company owned by CBF may be redeemed.

(3)    Includes 80,000 shares of Common Stock held by EBC, of which the Reporting Person may be deemed to be a beneficial owner as a result of his position as a trustee of EBC and because the Reporting Person has sole voting power with respect to all shares held by EBC.  Also includes 80,000 shares of Common Stock into which the Note may be converted in the event that all of the interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. Does not include the additional 4,774 shares of Common Stock into which the Note may be converted in the event that none of the remaining interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. While the Reporting Person has sole voting power with respect to all shares of the Issuer held by EBC, decisions with respect to the disposition of such shares will be made by a majority of the trustees of EBC.

(c) Except as set forth in Item 3 above, there have been no transactions by the Reporting Person in shares of Common Stock during the last 60 days.

(d) EBC has the right to receive dividends from, and the proceeds from the sale of, all shares of Common Stock owned by EBC.  The Reporting Person, Mr. Raphael Licht and Mr. Jeffrey D. Blomstrom, as the trustees of EBC, have the power to direct the receipt of dividends from, and the proceeds from the sale of such shares.

(e) Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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