16. EQUITY

Stockholders’ Equity

On September 1, 2017, the Company effected a 1-for-10 reverse stock split and increased the par value of the Company’s Common Stock from $0.001 per share to $0.01 per share. All share and per share amounts, and exercise and conversion prices for all periods presented herein reflect the reverse split as if it had occurred as of the beginning of the first period presented. No fractional shares were issued in connection with the reverse stock split. Instead, a stockholder who otherwise would have been entitled to receive fractional shares of Common Stock as a result of the reverse stock split became entitled to receive from the Company cash in lieu of such fractional shares. The total cash payment for the fractional shares was $4. Immediately after the reverse stock split there were 1,262,584 of common shares outstanding, which included 81,098 shares of unvested and restricted stock.

Common Equity: The following table reflects the activity for the nine months ended September 30, 2018 related to the number of shares of unrestricted Common Stock that the Company had issued.


			Common Stock
			Shares
December 31, 2017			1,136,090
Vesting of shares			57,138
Shares withheld and retired for employee taxes			(7,430)
Repurchase and retirement of Common Stock			(57,757)
September 30, 2018			1,128,041

Series E Voting Non-Convertible Preferred Stock: Each share of the Company’s Series E Voting Non-Convertible Preferred Stock (“Series E Preferred Stock”) has no economic rights but entitles the holders to vote the Series E Preferred Stock on all matters presented to the Company’s stockholders. For every 10 shares of Series E Preferred Stock, the holders are entitled to one vote on any such matter. Mr. Cohen, the Company’s chairman, is the sole holder of all 4,983,557 shares of Series E Preferred Stock outstanding as of September 30, 2018. The Series E Preferred Stock held by Mr. Cohen gives him the same voting rights he would have if all of the Operating LLC membership units held by him were exchanged for Common Stock on a ten for one basis and effectively gives Mr. Cohen voting rights at the Company in the same proportion as his economic interest (as his membership units of the Operating LLC do not carry voting rights to the Company level). For a more detailed description of these shares see note 18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Acquisition and Surrender of Additional Units of the Operating LLC, net: Effective January 1, 2011, Cohen & Company Inc. and the Operating LLC entered into a Unit Issuance and Surrender Agreement (the “UIS Agreement”), which was approved by Cohen & Company Inc.’s board of directors and the board of managers of the Operating LLC. In an effort to maintain a 1:10 ratio of Common Stock to the number of membership units Cohen & Company Inc. holds in the Operating LLC, the UIS Agreement calls for the issuance of additional membership units of the Operating LLC to Cohen & Company Inc. when Cohen & Company Inc. issues its Common Stock to employees under existing equity compensation plans. In certain cases, the UIS Agreement calls for Cohen & Company Inc. to surrender units to the Operating LLC when certain restricted shares are forfeited by the employee or repurchased by the Company.

During the nine months ended September 30, 2018, Cohen & Company Inc. received and surrendered units of the Operating LLC. The following table displays the amount of units surrendered (net of receipts) by Cohen & Company Inc.


			Operating LLC
			Membership Units
Units related to UIS Agreement			247,120
Units surrendered from retirement of Common Stock			(577,570)
Total			(330,450)

The Company recognized a net decrease in additional paid in capital of $139 and a net increase in AOCI of $14 with an offsetting increase in non-controlling interest of $125 in connection with the acquisition and surrender of additional units of the Operating LLC. The following schedule presents the effects of changes in Cohen & Company Inc.’s ownership interest in the Operating LLC on the equity attributable to Cohen & Company Inc. for the nine months ended September 30, 2018 and 2017.



		Nine Months Ended		Nine Months Ended
	September 30, 2018		September 30, 2017
Net income / (loss) attributable to Cohen & Company Inc.	$	(2,045)	$	551
Transfers (to) from the non-controlling interest:
Increase / (decrease) in Cohen & Company Inc. paid in capital
for the acquisition / (surrender) of additional units in
consolidated subsidiary, net		(139)		153
Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from the non-controlling interest	$	(2,184)	$	704

Repurchases of Shares and Retirement of Treasury Stock

On March 19, 2018 and March 17, 2017, the Company entered into letter agreements (the “2018 Letter Agreement” and the “2017 Letter Agreement,” respectively and together, the “10b5-1 Plan”) with Sandler O’Neill & Partners, L.P. (“Agent”). The 2017 Letter Agreement was in effect from March 17, 2017 until March 17, 2018. The 2018 Letter Agreement is in effect from March 19, 2018 until March 19, 2019. Both agreements authorize the Agent to use its commercially reasonable efforts to purchase, on the Company’s behalf, up to an aggregate maximum of $2,000 of Common Stock on any day that the NYSE American Stock Exchange is open for business. Pursuant to the 10b5-1 Plan, purchases of Common Stock may be made in public and private transactions and must comply with Rule 10b-18 under the Exchange Act. The 10b5-1 Plan is designed to comply with Rule 10b5-1 under the Exchange Act.

Pursuant to the 10b5-1 Plans: (i) the Company repurchased 10,390 shares in the open market for a total purchase price of $105 during the three months ended September 30, 2018 and 40,202 shares for a total purchase price of $425 for nine months ended September 30, 2018 and (ii) repurchased 5,440 shares in the open market for a total purchase price of $63 during the three months and 5,720 shares in the open market for a total purchase price of $66 for the nine months ended September 30, 2017.

In addition, in privately negotiated transactions: (i) on August 29, 2018, the Company purchased 17,555 shares for $176 or $10 per share from a current member of the board of directors and (ii) on May 25, 2017, the Company purchased 2,774 shares from an employee of the Company for an aggregate purchase price of $33 or $12 per share.

All of the repurchases noted above were completed using cash on hand.