UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Cowen Group, Inc.

(Name of Issuer)

Class A Common Stock, par value $.01 per share

(Title of Class of Securities)

223622101

(CUSIP Number)

UniCredit S.p.A.

c/o Andy Lupo

UniCredit Bank AG

150 East 42nd Street

New York, New York 10017

Tel.: (212) 672-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

---

CUSIP NO. 223622101		Page 2 of 10

 

1.		Names of Reporting Persons   UniCredit S.p.A.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6.		Citizenship or Place of Organization   UniCredit S.p.A. is organized under the laws of Italy
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   6,681,302
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   6,681,302
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   6,681,302
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.		Percent of Class Represented by Amount in Row (11)   5.8%
14.		Type of Reporting Person (See Instructions)   BK

---

CUSIP NO. 223622101		Page 3 of 10

 

1.		Names of Reporting Persons   UniCredit Bank Austria AG
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6.		Citizenship or Place of Organization   UniCredit Bank Austria AG is organized under the laws of Austria
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   6,681,302
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   6,681,302
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   6,681,302
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.		Percent of Class Represented by Amount in Row (11)   5.8%
14.		Type of Reporting Person (See Instructions)   BK

---

CUSIP NO. 223622101		Page 4 of 10

 

1.		Names of Reporting Persons   BA Alpine Holdings, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6.		Citizenship or Place of Organization   BA Alpine Holdings, Inc. is organized under the laws of the State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   6,681,302
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   6,681,302
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   6,681,302
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨
13.		Percent of Class Represented by Amount in Row (11)   5.8%
14.		Type of Reporting Person (See Instructions)   CO, IV, OO

---

CUSIP NO. 223622101		Page 5 of 10

 

Item 1. Security and Issuer

This Statement on Schedule 13D relates to the Class A Common Stock, par value $.01 per share (the “Class A Common Stock”), of Cowen Group, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 599 Lexington Avenue, 20th Floor, New York, New York 10022. This Amendment No. 3 (“Amendment No. 3”) supplements and amends the Schedule 13D filed on March 12, 2010 (the “Original Schedule 13D”) by BA Alpine Holdings, Inc. (“BA Alpine”), UniCredit Bank Austria AG (“Bank Austria”) and UniCredit S.p.A. (“UniCredit”) (collectively, the “Reporting Persons”) with respect to the Class A Common Stock, as amended on May 13, 2010 (“Amendment No. 1”), and February 20, 2013 (“Amendment No. 2”). Capitalized terms used in this Amendment No. 3 and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D, Amendment No. 1 and/or Amendment No. 2. The Reporting Persons are filing this Amendment No. 3 to report that, as a result of certain sales of the Class A Common Stock in ordinary market transactions (see Item 5), the Reporting Persons’ beneficial ownership of the Class A Common Stock has decreased by more than one percent. Except as specifically amended by this Amendment No. 3, the disclosure in the Original Schedule 13D, as amended by Amendment No. 1 and Amendment No. 2, remains in full force and effect.

Item 2. Identity and Background

The responses set forth in Item 2 of the Original Schedule 13D, Amendment No. 1 and Amendment No. 2 are hereby amended and supplemented as follows:

The name, present principal occupation or employment, present business address and country of citizenship of each director and executive officer of each Reporting Person is set forth on Schedule I attached hereto. Except as otherwise indicated, the business address of each director and executive officer of Bank Austria listed on Schedule I is Schottengasse 6-8, 1010 Vienna, Austria. Except as otherwise indicated, the business address of each director of UniCredit listed on Schedule I is Via San Protaso, 3, 20121 Milan, Italy and the business address of each executive officer of UniCredit listed on Schedule I is Piazza Cordusio 2, 20123 Milan, Italy.

Item 4. Purpose of Transaction

The responses set forth in Item 4 of the Original Schedule 13D, Amendment No. 1 and Amendment No. 2 are hereby amended and supplemented as follows:

In accordance with the RCG Operating Agreement (as defined in Item 6 of the Original Schedule 13D), RCG Holdings LLC (“RCG”) distributed 8,518,685 shares of the Issuer’s Class A Common Stock to BA Alpine, a non-affiliate member of RCG, in respect of BA Alpine’s capital in RCG. Between June 10 and June 24, 2013, the Reporting Persons effected sales of 1,837,383 shares of this Class A Common Stock in open market transactions in the ordinary course of their business and not with the purpose nor with the effect of changing or influencing the control of the Issuer, nor in connection with or as a participant in any transaction having such purpose or effect. (See Item 5(c) for a list of transactions.) The Reporting Persons may in the future determine to purchase more shares of the Issuer’s Class A Common Stock and/or dispose of shares of the Issuer’s Class A Common Stock in the ordinary course of their business activities, as market and other conditions dictate. Other than as described herein, none of the Reporting Persons have any plans or proposals that would result in any of the actions described in paragraphs (b) through (j) of Item 4 of the instructions to Schedule 13D.

Item 5. Interest in Securities of the Issuer

The responses set forth in Item 5(a), (b) and (c) of the Original Schedule 13D, Amendment No. 1 and Amendment No. 2 are hereby amended and supplemented as follows:

(a) The following disclosure assumes that there are 116,058,284 shares of the Issuer’s Class A Common Stock outstanding as of May 6, 2013, which figure is based on the Issuer’s Form 10-Q filed on May 8, 2013.

(b) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the close of business on June 24, 2013, BA Alpine may be deemed to beneficially own 6,681,302 shares of the Issuer’s Class A Common Stock, which constitutes approximately 5.8 percent of the Issuer’s outstanding Class A Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that BA Alpine is the beneficial owner of any of the Issuer’s Class A Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

---

CUSIP NO. 223622101		Page 6 of 10

 

As the direct corporate parent of BA Alpine, Bank Austria has the power to direct the voting of and disposition of any shares of the Issuer’s Class A Common Stock deemed to be beneficially owned by BA Alpine. As a result, Bank Austria may be deemed to beneficially own any shares of the Issuer’s Class A Common Stock deemed to be beneficially owned by BA Alpine. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that Bank Austria is the beneficial owner of any of the Issuer’s Class A Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

As the direct corporate parent of Bank Austria, UniCredit has the power to direct the voting of and disposition of any shares of the Issuer’s Class A Common Stock deemed to be beneficially owned by Bank Austria. As a result, UniCredit may be deemed to beneficially own any shares of the Issuer’s Class A Common Stock deemed to be beneficially owned by Bank Austria. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that UniCredit is the beneficial owner of any of the BA Alpine Shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

Except as disclosed herein, no Reporting Person and, to the best of each Reporting Person’s knowledge, no executive officer or director of such Reporting Person, presently has the power to vote or to direct the vote or to dispose of or direct the disposition of any of the shares of the Issuer’s Class A Common Stock.

(c) Between June 10, 2013, and June 24, 2013, the Reporting Persons sold 1,837,383 shares of the Class A Common Stock in open market transactions. A list of those transactions is provided below. Other than as described herein, no Reporting Person and, to the best of each Reporting Person’s knowledge, no executive officer or director of such Reporting Person, has engaged in any transaction during the past 60 days in any shares of the Issuer’s Class A Common Stock.

 

Transaction Date		Number of Shares				Price per share
6-10-2013			325,000				3.2110
6-11-2013			500,000				3.2499
6-12-2013			324,085				3.2481
6-13-2013			57,770				3.2118
6-14-2013			23,636				3.1610
6-17-2013			146,045				3.1868
6-18-2013			168,509				3.1843
6-19-2013			92,291				3.1646
6-20-2013			94,360				3.0317
6-21-2013			57,987				3.0038
6-24-2013			47,700				2.9034

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses set forth in Item 6 of the Original Schedule 13D, Amendment No. 1 and Amendment No. 2 are hereby amended and supplemented as follows:

Joint Filing Agreement

On March 12, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached to the Original 13D as Exhibit 99.1 and is incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits

All of the materials filed as exhibits to the Original Schedule 13D, Amendment No. 1 and Amendment No. 2 are incorporated by reference herein.

---

CUSIP NO. 223622101		Page 7 of 10

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 25, 2013

 

UNICREDIT S.p.A.
By:		/s/Jean Pierre Mustier
Name:		Jean Pierre Mustier
Title:		Head of CIB Division, UniCredit S.p.A.

 

UNICREDIT BANK AUSTRIA AG
By:		/s/ Josef Duregger
Name:		Josef Duregger
Title:		Head of Shareholding and Business Development

 

By:		/s/ Markus Schwimann
Name:		Markus Schwimann
Title:		Prokurist of UniCredit Bank Austria AG

BA ALPINE HOLDINGS, INC.

 

By:		/s/ Josef Duregger
Name:		Josef Duregger
Title:		Director, President and Treasurer
By:		/s/ Nicola Corsetti
Name:		Nicola Corsetti
Title:		Director and Vice-President and Secretary

---

CUSIP NO. 223622101		Page 8 of 10

 

SCHEDULE I

UNICREDIT S.P.A.

DIRECTORS AND EXECUTIVE OFFICERS

Members of the Board of Directors

 

Name		Present Principal Occupation		Citizenship
Giuseppe Vita		Chairman of the Board of Directors, UniCredit S.p.A.		Italy
Candido Fois		Deputy Chairman of the Board of Directors, UniCredit S.p.A.		Italy
Vincenzo Calandra Buonaura		Deputy Chairman of the Board of Directors, UniCredit S.p.A.		Italy
Luca Cordero di Montezemolo		Deputy Chairman of the Board of Directors, UniCredit S.p.A.		Italy
Fabrizio Palenzona		Deputy Chairman of the Board of Directors, UniCredit S.p.A.		Italy
Federico Ghizzoni		Chief Executive Officer, UniCredit S.p.A.		Italy
Mohamed Ali Al Fahim		Member of UniCredit S.p.A. Board of Directors and various other positions with, and board memberships in, Italian and German companies and institutions		Abu Dhabi
Manfred Bischoff		Member of UniCredit S.p.A. Board of Directors and various other positions with, and board memberships in, Italian and German companies		Germany
Henryka Bochniarz		Member of UniCredit S.p.A. Board of Directors and various other positions with, and board memberships in, companies and institutions		Poland
Alessandro Caltagirone		Member of UniCredit S.p.A. Board of Directors and various other positions with, and board memberships in, companies and institutions		Italy
Francesco Giacomin		Member of UniCredit S.p.A. Board of Directors and various other positions with, and board memberships in, companies and institutions		Italy
Helga Jung		Member of UniCredit S.p.A. Board of Directors and various other positions with, and board memberships in, Allianz SE, Allianz Seguros and Allianz Portugal S.A.		Germany
Marianna Li Calzi		Member of UniCredit S.p.A. Board of Directors and Member of the Board of Directors of Civita Sicilia srl		Italy
Luigi Maramotti		Member of UniCredit S.p.A. Board of Directors and Chairman of the Board of Directors of Max Mara S.r.l.		Italy
Giovanni Quaglia		Member of UniCredit S.p.A. Board of Directors and various other positions with, and board memberships in, Italian companies		Italy
Lucrezia Reichlin		Member of UniCredit S.p.A. Board of Directors and Member of the Board of Directors of Messaggerie Italiane S.p.A.		Italy
Lorenzo Sassoli de Bianchi		Member of UniCredit S.p.A. Board of Directors and Chairman of the Board of Valsoia S.p.A.		France
Alexander Wolfring		Member of UniCredit S.p.A. Board of Directors and various other positions with, and board memberships in, companies and institutions		Austria
Anthony Wyand		Member of UniCredit S.p.A. Board of Directors and various other positions with, and board memberships in, companies and institutions		United Kingdom

---

CUSIP NO. 223622101		Page 9 of 10

 

Executive Management

 

Name		Present Principal Occupation		Citizenship
Federico Ghizzoni		Chief Executive Officer, UniCredit S.p.A.		Italy
Roberto Nicastro		General Manager, UniCredit S.p.A.		Italy
Paolo Fiorentino		Chief Operating Officer, UniCredit S.p.A.		Italy
Jean Pierre Mustier		Head of CIB Division, UniCredit S.p.A.		France
Nadine Faruque		General Counsel & Group Compliance Officer, UniCredit S.p.A.		Switzerland
Alessandro Maria Decio		Chief Risk Officer, UniCredit S.p.A.		Italy
Marina Natale		Chief Financial Officer, UniCredit S.p.A.		Italy
Paolo Cornetta		Head of Human Resources, UniCredit S.p.A.		Italy

UNICREDIT BANK AUSTRIA AG

DIRECTORS AND EXECUTIVE OFFICERS

 

Name		Present Principal Occupation		Citizenship
Willibald Cernko		CEO and Chairman of Management Board of UniCredit Bank Austria AG		Austria
Francesco Giordano		CFO and Member of Management Board of UniCredit Bank Austria		Italy
Jürgen Kullnigg		CRO and Member of Management Board of UniCredit Bank Austria		Austria
Helmut Bernkopf		Member of Management Board of UniCredit Bank Austria AG		Austria
Alessandro Decio		Member of Supervisory Board of UniCredit Bank Austria and CRO, UniCredit S.p.A.		Italy
Paolo Fiorentino		Deputy Chairman of Supervisory Board of UniCredit Bank Austria AG and COO and Member of Management Committee of UniCredit S.p.A.		Italy
Erich Hampel		Chairman of Supervisory Board and Deputy Chairman of Audit Committee of UniCredit Bank Austria AG and various other board memberships		Austria
Dieter Hengl		Member of Management Board of UniCredit Bank Austria		Austria
Wolfgang Heinzl		Member of Supervisory Board and Audit Committee of UniCredit Bank Austria AG and various other board memberships		Austria
Olivier Nessime Khayat		Member of Supervisory Board of UniCredit Bank Austria and Deputy Head of CIB Division, UniCredit S.p.A.		France
Johannes Koller		Member of Supervisory Board of UniCredit Bank Austria AG		Austria
Adolf Lehner		Member of Supervisory Board and Audit Committee of UniCredit Bank Austria AG and various other board memberships		Austria
Alfredo Meocci		Member of Supervisory Board of UniCredit Bank Austria AG		Italy
Roberto Nicastro		Member of Supervisory Board and Audit Committee of UniCredit Bank Austria AG and General Manager of UniCredit S.p.A.		Italy
Vittorio Ogliengo		Member of Supervisory Board of UniCredit Bank Austria AG and Member of Management Committee of UniCredit S.p.A.		Italy

---

CUSIP NO. 223622101		Page 10 of 10

 

Name		Present Principal Occupation		Citizenship
Gianni Franco Papa		Deputy Chairman of Management Board of UniCredit Bank Austria AG		Italy
Emmerich Perl		Member of Supervisory Board of UniCredit Bank Austria AG		Austria
Franz Rauch		Member of Supervisory Board of UniCredit Bank Austria AG and various other board memberships		Austria
Karl Samstag		Member of Supervisory Board and Audit Committee of UniCredit Bank Austria AG		Austria
Wolfgang Sprißler		Member of Supervisory Board and Chairman of the Audit Committee of UniCredit Bank Austria AG		Germany
Ernst Theimer		Member of Supervisory Board of UniCredit Bank Austria AG		Austria
Doris Tomanek		Member of Management Board of UniCredit Bank Austria AG		Austria
Robert Traunwieser		Member of Supervisory Board of UniCredit Bank Austria AG		Austria
Barbara Wiedernig		Member of Supervisory Board of UniCredit Bank Austria AG		Austria
Robert Zadrazil		Member of Management Board of UniCredit Bank Austria AG		Austria

BA ALPINE HOLDINGS, INC.

DIRECTORS AND EXECUTIVE OFFICERS

 

Name		Present Principal Occupation		Business Address		Citizenship
Josef Duregger		Director, President and Treasurer of BA Alpine Holdings, Inc.; Head of Shareholding and Business Development, UniCredit Bank Austria AG		1900 Vienna Althanstrasse 21 Austria		Austria
Nicola Corsetti		Director, Vice-President and Secretary of BA Alpine Holdings, Inc.; Chief Operating Officer, Corsa Financial, Ltd. and EFG Bank		685 Yacht Drive P.O. Box 31362 West Bay, Grand Cayman KY1-1206 Cayman Islands		United States