COWEN INC. - 01 Sep 2023 Form 4 Insider Report for Fusion Acquisition Corp. II

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
06 Sep 2023, 16:19:58 UTC
Prior SEC filing
25 Apr 2023
Next SEC filing
14 Dec 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Cowen Inc., By: /s/ Stephen A. Lasota, Chief Financial Officer

Key filing fact

COWEN INC. filed Form 4 for Fusion Acquisition Corp. II on 06 Sep 2023.

Key facts

  • This page summarizes COWEN INC.'s Form 4 filing for Fusion Acquisition Corp. II.
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 06 Sep 2023, 16:19.

Change

  • Previous filing in this sequence was filed on 25 Apr 2023.
  • Current net transaction value: -$4,887,999.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FSNB transaction

Class A Common Stock

Other

Transaction value
$3,441,900
Shares
-330,000
Change %
-100%
Price
$10.43
Shares after
0
Date
01 Sep 2023
Ownership
By Cowen and Company, LLC
Footnotes
F1, F2, F3, F5, F6
FSNB transaction

Class A Common Stock

Other

Transaction value
$1,446,099
Shares
-138,648
Change %
-100%
Price
$10.43
Shares after
0
Date
01 Sep 2023
Ownership
By Cowen Financial Products LLC
Footnotes
F1, F2, F4, F5, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

COWEN INC. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

This Form 4 is filed jointly by Cowen Inc., Cowen Financial Products LLC ("Cowen Financial"), Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings") and RCG LV Pearl LLC ("RCG", and collectively, the "Reporting Persons").

Footnote F2

Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Footnote F3

Represents securities owned directly by Cowen and Company. Cowen Holdings is the sole member of Cowen and Company. RCG is the sole owner of Cowen Holdings. Cowen Inc. is the sole member of RCG. In such capacities, each of Cowen Holdings, RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Footnote F4

Represents securities owned directly by Cowen Financial. RCG is the sole member of Cowen Financial. Cowen Inc. is the sole member of RCG. In such capacities, each of RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen Financial, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Footnote F5

The Reporting Persons elected to redeem these shares of the Issuer's Class A Common Stock ("Shares") for cash in connection with the Issuer's special meeting of stockholders on 09/01/23. The redemption price is currently being calculated, which the Issuer has estimated to be approximately $10.43 per Share. The Reporting Persons will file an amendment to this Form 4 to disclose the final redemption price if it is materially different from the estimated redemption price reported herein.

Footnote F6

Cowen and Company's election to redeem 36,400 Shares on 09/01/23 at the estimated redemption price of $10.43, as reported herein, was matchable under Section 16(b) of the Exchange Act with the purchases by Cowen and Company of 36,400 Shares at a price of $10.24 on 04/19/23. Cowen and Company has agreed to deliver a payment to the Issuer, which represents the full amount of the profit realized in connection with these short-swing transactions under Section 16(b) of the Exchange Act, once the final redemption price is known.

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