| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COWEN INC. [ COWN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/01/2023 | D | 603,687 | D | $39(1)(2) | 0 | D | |||
| Class A Common Stock | 03/01/2023 | D | 64,967 | D | $39(3) | 0 | D | |||
| Class A Common Stock | 03/01/2023 | D | 226,393 | D | (4) | 0(4) | D | |||
| Class A Common Stock | 03/01/2023 | A(5)(6) | 231,286(5)(6) | A | (5)(6) | 231,286 | D | |||
| Class A Common Stock | 03/01/2023 | D | 231,286 | D | (5)(6) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2022 (the "Merger Agreement"), by and among The Toronto-Dominion Bank, a Canadian chartered bank ("Parent"), Crimson Holdings Acquisition Co., a Delaware corporation ("Merger Sub") and an indirect wholly owned subsidiary of Parent and Cowen Inc., a Delaware corporation (the "Company"), on March 1, 2023 (the "Effective Time"), Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). |
| 2. At the Effective Time, each share of Class A common stock, par value $0.01 per share, of the Company ("Class A Company Common Stock") issued and outstanding immediately prior to the Effective Time and each share of Class B common stock, par value $0.01 per share, of the Company (together with Class A Company Common Stock, "Company Common Stock") issued and outstanding immediately prior to the Effective Time (except for (i) shares of Company Common Stock owned by the Company or Parent (in each case, other than shares of Company Common Stock (A) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, or (B) held, directly or indirectly, in respect of a debt previously contracted) and (ii) any shares of Company Common Stock with respect to which dissenters' rights have been exercised) was automatically canceled and converted into the right to receive $39.00 in cash, without interest (the "Merger Consideration"). |
| 3. This line item represents outstanding restricted stock units with respect to Company Common Stock ("Company RSUs") held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU that was or became vested at the Effective Time in accordance with its terms was canceled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (ii) the Merger Consideration. |
| 4. This line item represents unvested and outstanding Company RSUs held by the Reporting Person. Pursuant to the employment agreement between Parent and the Reporting Person at the Effective Time, each outstanding Company RSU that was not and did not become vested at the Effective Time in accordance with its terms was converted into a restricted stock unit with respect to Parent common stock determined by multiplying (i) the total number of shares underlying such Company RSU immediately prior to the Effective Time and (ii) the Exchange Ratio (as defined in the Merger Agreement), subject to such terms and conditions applicable to such Company RSU as set forth in the employment agreement. |
| 5. Pursuant to the Merger Agreement, each award of restricted stock units with vesting subject to performance-based conditions ("Company PSUs") held by the Reporting Person at the Effective Time for which the applicable performance period was complete but had not yet been settled as of immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time and (ii) the Merger Consideration. |
| 6. Pursuant to the employment agreement between Parent and the Reporting Person, at the Effective Time, each Company PSU for which the applicable performance period was not complete as of immediately prior to the Effective Time was assumed by Parent, based on target level of performance and otherwise subject to such terms and conditions applicable to such Company PSU as set forth in the employment agreement, except that such assumed Company PSU shall (i) no longer be subject to performance conditions following the Effective Time and (ii) in respect of a number of Parent common shares determined by multiplying the total number of shares underlying under such Company immediately prior to the Effective Time and the Exchange Ratio. |
| /s/ Jeffrey Solomon | 03/01/2023 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||