4//SEC Filing
Gonsalves Gregg A 4
Accession 0001415889-23-003611
CIK 0001466538other
Filed
Feb 28, 7:00 PM ET
Accepted
Mar 1, 11:39 AM ET
Size
6.7 KB
Accession
0001415889-23-003611
Insider Transaction Report
Form 4
COWEN INC.COWN
Gonsalves Gregg A
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2023-03-01$39.00/sh−15,664$610,896→ 0 total
Footnotes (3)
- [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.
Documents
Issuer
COWEN INC.
CIK 0001466538
Entity typeother
Related Parties
1- filerCIK 0001705056
Filing Metadata
- Form type
- 4
- Filed
- Feb 28, 7:00 PM ET
- Accepted
- Mar 1, 11:39 AM ET
- Size
- 6.7 KB