Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Cohen & Co Inc. (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) |
19249M102 (CUSIP Number) |
Lester R. Brafman Cira Centre, 2929 Arch Street, Suite 1703 Philadelphia, PA, 19104-2870 (215) 701-9555 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/02/2025 (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.
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
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| CUSIP No. | 19249M102 |
| 1 |
Name of reporting person
Lester R. Brafman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
315,702.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(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, 2026. Upon the expiration of such restrictions on January 31, 2026, which date is within 60 days of the date of this Amendment No. 5 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. 5 to Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK, PAR VALUE $0.01 PER SHARE | |
| (b) | Name of Issuer:
Cohen & Co Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Cira Centre, 2929 Arch Street, Suite 1703, Philadelphia,
PENNSYLVANIA
, 19104-2870. | |
Item 1 Comment:
This Amendment No. 5 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; as amended by Amendment No. 3 to Schedule 13D filed with the SEC on December 4, 2023; and as amended by Amendment No. 4 to Schedule 13D filed with the SEC on December 2, 2024 (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, 2026 (collectively, the "October 2020 Shares"). Upon the expiration of the restrictions on January 31, 2026 (which date is within 60 days of the date of this Amendment No. 5 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. 5 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 | |
| (a) | 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 2,035,863 shares of Common Stock outstanding as of November 28, 2025, as provided by the Company. | |
| (b) | Upon the expiration on January 31, 2026 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. | |
| (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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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