Sec Form 4 Filing - Holmes John J @ COWEN INC. - 2018-02-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Holmes John J 2. Issuer Name and Ticker or Trading Symbol COWEN INC. [ COWN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) COWEN INC., 599 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2018 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/21/2018 A 19,425 A 133,668 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares RSU Right ( 2 ) ( 2 ) 02/21/2018 A 17,986 01/15/2019 01/15/2019 Class A Common Stock 17,986 ( 3 ) 17,986 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Holmes John J COWEN INC. 599 LEXINGTON AVENUE NEW YORK, NY10022 Chief Operating Officer Signatures /s/ John Holmes 02/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of restricted stock units for no monetary consideration. The restricted stock units will vest with respect to 25% on December 1, 2018, 25% on December 1, 2019, 25% on December 1, 2020 and 25% on December 1, 2021. ( 2 )Restricted stock units ("RSUs") to be awarded prior to January 15, 2019 ("Award Date"). If reporting person is terminated prior to Award Date, reporting person will receive the cash value of the to be awarded RSUs calculated based on the volume weighted average price of Cowen Inc. Class A common stock, looking back thirty (30) trading days from the date of employment termination. ( 3 )Grant of right to receive RSUs for no monetary consideration. The to be awarded RSUs will vest on March 10, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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