Douglas Rediker - Mar 1, 2023 Form 4 Insider Report for COWEN INC. (COWN)

Role
Director
Signature
/s/ Douglas A. Rediker
Stock symbol
COWN
Transactions as of
Mar 1, 2023
Transactions value $
-$2,822,976
Form type
4
Date filed
3/1/2023, 10:44 AM
Previous filing
Sep 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COWN Class A Common Stock Disposed to Issuer -$2.82M -72.4K -100% $39.00 0 Mar 1, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Douglas Rediker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 This line item represents outstanding restricted stock units held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit held by a current or former non-employee director of the Company ("Director RSU") (whether settled or unsettled) immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the number of shares of Company Common Stock subject to such Director RSU immediately prior to the Effective Time and (ii) the Merger Consideration.
F3 With respect to any Director RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and that are not permitted to be paid at the Effective Time without triggering a Tax (as defined in the Merger Agreement) or penalty under Section 409A of the Code, the payment referenced under point 2 above shall be made at the earliest time permitted under the applicable Stock Plan (as defined in the Merger Agreement) and award agreement that will not trigger a Tax or penalty under Section 409A of the Code.