Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

(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. 3 to Schedule 13D is filed to amend Items 4 and 5 of the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on October 1, 2015, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on October 3, 2016 and Amendment No. 1 to Schedule 13D filed with the SEC on February 23, 2018 (as so amended, the Schedule 13D).  Except as set forth herein, the Schedule 13D is unmodified.

 

Item 4.      Purpose of Transaction.

 

Item 4 of this Schedule 13D is hereby supplemented as follows:

 

On November 30, 2018, two Non-Qualified Stock Option Awards pursuant to which Lester R. Brafman (the Reporting Person) was granted options to purchase an aggregate of 300,000 shares of common stock, par value $0.01 per share (Common Stock), of Cohen & Company Inc., a Maryland corporation (the Issuer), expired pursuant to their terms.

 

Item 5.      Interest in Securities of the Issuer.

 

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 1,207,022 shares of Common Stock outstanding as of November 27, 2018 (as provided by the Issuer).

 

Number of Shares of Common Stock with Sole Voting Power		Number of Shares of Common Stock with Shared Voting Power Dispositive Power		Number of Shares of Common Stock with Sole Dispositive Power		Number of Shares of Common Stock with Shared Dispositive Power		Aggregate Number of Shares of Common Stock Beneficially Owned		Percentage of Class Beneficially Owned
49,156		0		49,156		0		49,156		4.07	%

 

(c) Except as set forth in Item 4 above, there have been no transactions by the Reporting Person in shares of the Common Stock during the last 60 days.

 

(d) Not applicable

 

(e) On November 30, 2018, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: December 3, 2018

 

	By:	/s/ Lester R. Brafman
	Name: Lester R. Brafman

 

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