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November 9, 2017
Debt securities NOVEMBER 9, 2017 ABOUT THIS PROSPECTUS CAUTIONARY STATEMENTS REGARDING RISK FACTORS COWEN USE OF PROCEEDS RATIO OF EARNINGS TO FIXED CHARGES DESCRIPTION OF DEBT SECURITIES PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION 2017. See the section titled "Assets Under Management and Fund Performance" in our Quarterly Report on Form 10-Q for the period ended September 30, 2017 for further analysis. Ratio of earnings to fixed charges state otherwise or the context clearly indicates otherwise, all references to These debt securities may bear no interest or interest at a rate that at the time of issuance is below market rates. If we sell these debt securities, we will describe in the prospectus supplement any material United States S-3
S‑3Group, Inc.
(State or other jurisdiction of
incorporation or organization)27-042371127‑0423711
(I.R.S. Employer
Identification Number)845-7900
845‑7900registrants'registrants’ principal executive offices)Group, Inc.845-7900
845‑7900Copies to:
David K. Boston, Esq.,
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
728‑8000ýxpost-effectivepost‑effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. opost-effectivepost‑effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. opost-effectivepost‑effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. onon-acceleratednon‑accelerated filer, or a smaller reporting company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-212b‑2 of the Exchange Act.ýxNon-acceleratedNon‑accelerated filer: o
(Do not check is a
smaller reporting company) Title of each class of securities
to be registered Proposed maximum aggregate offering price(1)(2)(3) Amount of
registration fee(4) $150,000,000 $19,320 (1)There are being registered hereunder such indeterminate principal amount of debt securities (which may be senior or subordinated), which together shall have an aggregate initial offering price not to exceed $150,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $150,000,000, less the aggregate dollar amount of all other debt securities previously issued hereunder.(2)Such information is not required to be included pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933.(3)The proposed maximum aggregate offering price has been estimated solely to calculate the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.(4)Calculated pursuant to Rule 457(o) under the Securities Act of 1933.Title of each class of securities
to be registeredProposed maximum aggregate offering price(1)(2)(3) Amount of
registration fee(4)Debt securities $150,000,000 $18,675 (1) There are being registered hereunder such indeterminate principal amount of debt securities (which may be senior or subordinated), which together shall have an aggregate initial offering price not to exceed $150,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $150,000,000, less the aggregate dollar amount of all other debt securities previously issued hereunder. (2) Such information is not required to be included pursuant to General Instruction II.D of Form S‑3 under the Securities Act of 1933. (3) The proposed maximum aggregate offering price has been estimated solely to calculate the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (4) Calculated pursuant to Rule 457(o) under the Securities Act of 1933. JULY 18, 2014Group, Inc."Plan“Plan of Distribution."” The prospectus supplement will list any agents, underwriters or dealers that may be involved and the compensation they will receive. The prospectus supplement will also show you the total amount of money that we will receive from selling the securities being offered, after the expenses of the offering."Risk Factors"“Risk Factors” section beginning on page 2 of this prospectus, and in the documents incorporated by reference herein.1 FORWARD-LOOKINGFORWARD‑LOOKING STATEMENTS1 2 GROUP, INC.2 3 3 3 1412 1715 1715 1715 "we," "us," "our"“we,” “us,” “our” and the "Company"“Company” refer to Cowen Group, Inc. and, unless the context otherwise requires, its consolidated subsidiaries.i"SEC"“SEC”) utilizing a "shelf"“shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"“Securities Act”). Under this shelf registration process, we may offer and sell, from time to time the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. This prospectus does not contain all of the information set forth in the registration statement as permitted by the rules and regulations of the SEC. For additional information regarding us and the offered debt securities, please refer to the registration statement. Each time we offer debt securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also add, update or change in a prospectus supplement any information contained in this prospectus. To the extent any statement made in a prospectus supplement or a document incorporated by reference herein after the date hereof is inconsistent with the statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement or the incorporated document. You should read both this prospectus and any prospectus supplement together with additional information incorporated herein and therein described under the heading "Where“Where You Can Find More Information"Information” before you make any investment decision.FORWARD-LOOKINGFORWARD‑LOOKING STATEMENTSforward-lookingforward‑looking statements that may constitute "forward-looking statements"“forward‑looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-lookingforward‑looking terms such as "may," "might," "will," "would," "could," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "project," "possible," "potential," "intend," "seek"“may,” “might,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “possible,” “potential,” “intend,” “seek” or "continue,"“continue,” the negative of these terms and other comparable terminology or similar expressions. In addition, our management may make forward-lookingforward‑looking statements to analysts, representatives of the media and others. These forward-lookingforward‑looking statements represent only the Company'sCompany’s beliefs regarding future events (many of which, by their nature, are inherently uncertain and beyond our control) and are predictions only, based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-lookingforward‑looking statements. In particular, you should consider the risks outlined under Item 1A—"“Risk Factors"Factors” in our Annual Report on Form 10-K10‑K for the year ended December 31, 20132016 and subsequent reports we have filed with the SEC.forward-lookingforward‑looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-lookingforward‑looking statements. You should not rely upon forward-lookingforward‑looking statements as predictions of future events. We undertake no obligation to update any of these forward-lookingforward‑looking statements after the date they are made to conform our prior statements to actual results or revised expectations. Further disclosures that we make on related subjects in our additional filings with the SEC should be consulted."Risk Factors"“Risk Factors” in any applicable prospectus supplement and under the caption "Risk Factors"“Risk Factors” in any of our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), which are incorporated herein by reference, before you decide whether to purchase any of our debt securities, specifically the risk factors contained in our most recent Annual Report on Form 10-K10‑K and our subsequent Quarterly Report on form 10-Q10‑Q which are incorporated by reference herein. These risks could materially adversely affect our business, financial condition, results of operations and cash flows, and you may lose part or all of your investment. For more information, see the section of this prospectus titled "Where“Where You Can Find More Information."GROUP, INC. alternative investment management, investment banking, research, and sales and trading, servicesprime brokerage, global clearing and commission management through its two business segments: Ramius LLCinvestment management and its affiliates ("Ramius") comprisebroker-dealer. The investment management segment includes private investment funds, managed accounts, commodity pools, real estate funds, private equity structures, registered investment companies and listed vehicles and also manages a significant portion of the Company’s proprietary capital. The broker-dealer segment offers industry focused investment banking for growth-oriented companies including advisory and global capital markets origination and domain knowledge-driven research, sales and trading platform for institutional investors and a comprehensive suite of prime brokerage services.alternative investment segment, whilemanagement platform, which operates primarily under the Cowen and Company, LLC ("Cowen and Company"Investment Management name (formerly "Ramius") and its affiliates comprise the Company's broker-dealer segment. For a discussion of certain financial information broken down by segment, please see the notes to the Company's consolidated financial statements. Ramius is an alternative, offers innovative investment platform offering innovative products and solutions across the liquidity spectrum to institutional and private clients. The predecessor to this business was founded in 1994 and, through one of its subsidiaries, has been a registered investment adviser under the Investment Advisers Act of 1940, as amended since 1997. RamiusThe Company's investment management segment offers investors access to strategies to meet their specific needs including small-cap activism,long/short equity, merger arbitrage, activist, private healthcare, health care royalties customized solutions, event driven equity,and real estate long/short creditdirect lending and managed futures. Ramiusequity. The Company's investment management segment focuses on attracting and retaining talented in-house and affiliated investment teams and providing them withseed capital and working capital, an institutional infrastructure, robust sales and marketing and industry knowledge. A significant portion of the Company'sCompany’s capital is invested alongside Ramius's alternativethe Company's investment management clients. The Company has also invested some of its capital in its recently formed aviation and reinsurance businesses. Our alternative investment management business had approximately $10.6$10.4 billion of assets under management as of AprilOctober 1, 2014.research, brokerage and investment banking, research, sales and trading, prime brokerage, global clearing and commission management services to companies and primarily institutional investor clients primarily in ourclients. Our primary target sectors:sectors are healthcare, technology, media and telecommunications, information and technology services, consumer, aerospace and defense, industrials, real estate investment trusts, clean technology, energy metals and mining, transportation, chemicals and agriculture.transportation. We provide research and brokerage services to over 1,000 domestic and international clients seeking to trade securities and other financial instruments, principally in our target sectors. The broker-dealer segment also offers a full-service suite of introduced prime brokerage services targeting emerging private fund managers. Historically, we have focused our investment banking efforts on small to mid-capitalization public companies as well as private companies. We were incorporated From time to time, the Company invests in the Stateprivate capital raising transactions of Delaware in 2009. its investment banking clients.845-7900.845‑7900. Our website address is www.cowen.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website as part of this prospectus.pre-taxpre‑tax net income (loss) before non-controllingnon‑controlling interests and adjustment for income (loss) from equity investees plus fixed charges to the extent that these charges are included in the determination of earnings and distributed income of equity investees. Fixed charges consist of interest expense, amortization of debt discount and capitalized debt costs and the portion of rental expense that represents an appropriate interest factor. Year ended December 31, Three Months
Ended
March 31, 2014 2013 2012 2011 2010 2009 6.83 2.36 — — — — Year ended December 31, Nine Months
Ended
September 30, 20172016 2015 2014 2013 2012 Ratio of earnings to fixed charges 1.75 0.12 2.46 1.79 2.36 — yearsyear ended December 31, 2012, 2011, 2010 and 2009, we had earnings-to-fixedearnings‑to‑fixed charges deficiencies of approximately $23,101,000, $83,818,000, $26,543,000 and $7,132,000, respectively. Group, Inc. The debt securities offered hereby, consisting of notes, debentures and other evidences of indebtedness, may be issued from time to time in one or more series pursuant to, in the case of senior debt securities, a senior indenture to be entered intodated as of October 10, 2014 between us and the trustee, and in the case of subordinated debt securities, a subordinated indenture to be entered into between us and a trustee to be named therein.officer'sofficer’s certificate or board resolution related thereto. We urge you to read the indentures because the indentures, not this description, define the rights of the holders of the debt securities. The senior indenture and the subordinated indenture will be substantially in the forms included as exhibits to the registration statement of which this prospectus is a part. The terms of our debt securities will include those set forth in the indentures, and any supplemental indentures thereto or officers'officers’ certificates or board resolutions related thereto, and those made a part of the indentures by the Trust Indenture Act of 1939, as amended (the "Trust“Trust Indenture Act"Act”)."Senior Indebtedness"“Senior Indebtedness” will mean all of our indebtedness, including guarantees issued by us, unless the indebtedness states that it is not senior to the subordinated debt securities. In this summary description of the debt securities, unless we"we," "us," "our"“we,” “us,” “our” and the "Company"“Company” refer to Cowen Group, Inc. only and not to any of its subsidiaries."debt securities"“debt securities” or a "series“series of debt securities,"” we mean, respectively, debt securities or a series of debt securities issued under the applicable indenture. When we refer to a prospectus supplement, we mean the prospectus supplement describing the specific terms of the applicable debt security. The terms used in a prospectus supplement will have the meanings described in this prospectus, unless otherwise specified."the trustee"“the trustee” we mean the applicable trustee serving in such capacity with respect to the debt securities issued under the related indenture. If two or more persons are acting as trustee with respect to different series of debt securities issued under the same indenture, each of those trustees will be a trustee of a trust under that indenture separate and apart from the trust administered by any other trustee. In that case, except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by the trustee may be taken by each of those trustees only with respect to the one or more series of debt securities for which it is trustee.••••••("DTC"(“DTC”), and any circumstances under which thenon-globalnon‑global form, if we choose not to issue the debt securities in book-entrybook‑entry form only;••360-day360‑day year of twelve 30-day30‑day months;••••••determined;••"—“—Defeasance and Discharge"Discharge” apply to the debt securities;•••••("(“U.S."”) federal income tax consequences and other special considerations.
to acceleration of a portion of the principal amount of those original issue discount securities upon the occurrence and continuation of an event of default.
Book-entry”
Subordination
The term "Senior Indebtedness"“Senior Indebtedness” means all indebtedness of ours outstanding at any time, except:
Book-entry
Unless we inform you otherwise in the prospectus supplement, we will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance would not cause the holders of the debt securities to recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance or covenant defeasance and that the holders would be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and related defeasance had not occurred. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect occurring after the date of the applicable indenture.
An
In addition, we must deliver an officers'officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
receive compensation from the underwriters in the form of discounts or concessions. The underwriters may change from time to time any fixed public offering price and any discounts or commissions allowed or Delayed Delivery Contracts that have equal rights and obligations as investment grade rated securities unless either (1) each member firm responsible for managing the public offering does not have a conflict of interest within the meaning of Rule 5121, is not an affiliate of any member that does have a conflict of interest, and meets the requirements of Rule 5121 with respect to disciplinary history or (2) a qualified independent underwriter within the meaning of Rule 5121 has participated in the preparation of the prospectus supplement or other offering document for the offering of securities and has exercised the usual standards of due diligence with respect thereto. Neither Cowen and Company, LLC nor any other FINRA member participating in an offering of these securities that has a conflict of interest will confirm initial sales to any discretionary accounts over which it has authority without the prior specific written approval of the customer. 001‑34516. thereof, which under the Exchange Act and applicable SEC rules, are not deemed 2017 as amended August 17, 2017; June 15, 2017; June 23, 2017; July 28, 2017; August 3, 2017 (filed at 4:08:34 p.m. EDT); and October 26, 2017 (filed at 4:06:20 p.m. EDT). 845‑7900 SEC registration fee Trustee's fees and expenses Printing and duplicating expenses Accounting fees and expenses Legal fees and expenses Rating agency fees Miscellaneous Total following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: Pursuant to the requirements of the Securities Act of 1933, Cowen••••••••••••••underwriters'underwriters’ or agents'agents’ compensation;••••re-allowedre‑allowed or paid to dealers. If dealers are utilized in the sale of the securities, we will sell the securities to the dealers as principals. The dealers may then resell the securities to the public at varying prices to be determined by such dealers.over-allotments,over‑allotments, if any, at the initial public offering price (with an additional underwriting commission),over-allotmentover‑allotment option, the terms of the option will be set forth in the prospectus supplement for the securities.Market-Makingmarket-makingmarket‑making transactions. In a market-makingmarket‑making transaction, Cowen and Company, LLC may resell a security it acquires from other holders, after the original offering and sale of the security. Resales of this kind may occur in the open market or may be privately negotiated, at prevailing market prices at the time of resale or at related or negotiated prices. In thesemarket-makingmarket‑making transactions include securities to be issued after the date of this prospectus, as well as securities previously issued.market-makingmarket‑making transactions. We do not expect that Cowen and Company, LLC or any other affiliate that engages in these transactions will pay any proceeds from its market-makingmarket‑making resales to us.market-makingmarket‑making transaction will be provided to the purchaser in a separate confirmation of sale.market-makingmarket‑making transaction."conflict“conflict of interest"interest” with us under Rule 5121 of the Financial Industry Regulatory Authority, Inc. ("FINRA"(“FINRA”) with regard to any offering of the securities it participates in. Therefore, any offering of the securities Cowen and Company, LLC participates in will be conducted in compliance with the applicable requirements of FINRA Rule 5121. Cowen and Company, LLC will not participate in the distribution of an offering of securities that do not have a bona fide public market within the meaning of Rule 5121 and are not investment grade rated within the meaning of Rule 5121 or securities in the same seriesprospectusProspectus by reference to the Annual Report on Form 10-K for the year ended December 31, 20132016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
consolidated financial statements for each of the years in the three-year period ended December 31, 2016, have been audited by Ernst & Young LLP, independent auditors, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.materialsdocument we file inwith the SEC's Public Reference Room,SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549.20549, U.S.A. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtainPlease call the SEC at 1-800-SEC-0330 for further information on the operation ofpublic reference room. Our SEC filings are also available to the public from the SEC's Public Reference Room in Washington, D.C. by calling the SECinternet site at 1-800-SEC-0330. The SEC also maintains an Internet web site that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is http://www.sec.gov. The SEC file number for documents filed by us under the Exchange Act is 001-34516."filed"“filed” under the Exchange Act) and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of securities covered by this prospectus:•10-K10‑K for the year ended December 31, 2013,2016, filed on February 27, 2017, as amended on March 3, 201423, 2017 (including information specifically incorporated by reference into the Annual Report on Form 10-K10‑K from our Definitive Proxy Statement on Schedule 14A filed on April 30, 2014)May 1, 2017);•ReportReports on Form 10-Q10‑Q for the quarters ended March 31, 2014,2017, filed on May 8, 2014;1, 2017; June 30, 2017 filed August 7, 2017; and•8-K8‑K filed on January 26, 2017; March 11, 2014, March 18, 2014 and30, 2017; April 6, 2017; April 27, 2017 (filed at 5:13:21 p.m. EDT); May 16, 2017; June 5, 2014."filed"“filed” under the Exchange Act). If we have incorporated by reference any statement or information in this prospectus and we subsequently modify that statement or information with information contained in this prospectus or a subsequent incorporated document, the statement or information previously incorporated in this prospectus is also modified or superseded in the same manner.Group, Inc.845-7900 $ 19,320 (1) (1) (1) (1) (1) (1) $ (1) (1)Because an indeterminate amount of securities are covered by this registration statement, certain expenses in connection with the issuance and distribution of securities, are not currently determinable. An estimate of the aggregate expenses in connection with each sale of the securities being offered will be included in the applicable prospectus supplement.SEC registration fee $18,675 Trustee’s fees and expenses (1) Printing and duplicating expenses (1) Accounting fees and expenses (1) Legal fees and expenses (1) Rating agency fees (1) Miscellaneous (1) Total $(1) (1) Because an indeterminate amount of securities are covered by this registration statement, certain expenses in connection with the issuance and distribution of securities, are not currently determinable. An estimate of the aggregate expenses in connection with each sale of the securities being offered will be included in the applicable prospectus supplement. "DGCL"“DGCL”), a corporation may indemnify any person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of such corporation) who is or was a director, officer, employee or agent of such corporation, or serving at the request of such corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys'attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.attorneys'attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to such corporation unless the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.attorneys'attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that such person is not entitled to be so indemnified.II-1by-laws,by‑laws, disinterested directors'directors’ vote, stockholders'stockholders’ vote, agreement or otherwise.Company'sCompany’s amended and restated certificate of incorporation and amended and restated by-lawsby‑laws permit the Company to indemnify any director or officer of the Company to the fullest extent permitted by Delaware law. The Company'sCompany’s amended and restated certificate of incorporation provides that no director shall be personally liable to the Company or any stockholder for monetary damages for breach of fiduciary duty as a director, except that liability of a director shall not be eliminated for any breach of the director'sdirector’s duty of loyalty to the Company or its stockholders; acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; under Section 174 of the DGCL; or for any transaction from which the director derived an improper personal benefit.directors'directors’ and officers'officers’ liability insurance policies, which cover any negligent act, error or omission of a director or officer, subject to certain exclusions and limitations. This policy covers all of the Company'sCompany’s subsidiaries.Company'sCompany’s amended and restated certificate of incorporation and amended and restated by-lawsby‑laws dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of the DGCL and the amended and restated certificate of incorporation and amended and restated by-lawsby‑laws of the Company.*1.1 Form of Underwriting Agreement relating to debt securities †25.2 Form T‑1 statement of eligibility under the Trust Indenture Act of 1939, as amended, for the form of Subordinated Indenture * To be filed, if necessary, subsequent to the effective date of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8‑K in connection with the offering of securities. † To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended. (a)To file, during any period in which offers or sales are being made, a post-effective(a) To file, during any period in which offers or sales are being made, a post‑effective amendment to this registration statement: (i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering priceII-2set forth in the "Calculation of Registration Fee" table in the effective registration statement;(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post‑effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; post-effectivepost‑effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.(b)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(c)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.(d)That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and(ii)(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post‑effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post‑effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser: (i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.(e)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.(e) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such II-3(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. registrant'sregistrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan'splan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.havehas been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post‑effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. The registrant hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act.II-4Table of Contents Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3S‑3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 18th9th day of July, 2014. COWEN GROUP, INC.
By:By:
/s/ PETER A. COHEN Name: Peter A. Cohen Title: Chief Executive Officer and President Group, Inc., hereby constitutes and appoints Peter A. Cohen, Stephen A. Lasota and Owen S. Littman, and each of them, the true and lawful attorneys-in-factattorneys‑ in‑fact and agents of such undersigned, with full power of substitution and re-substitution,re‑substitution, for and in the name, place and stead of such undersigned, in any and all capacities, to sign a registration statement (the "Registration Statement"“Registration Statement”) to effect the registration under the Securities Act of 1933, as amended (the "Act"“Act”), of shares of common stock and all amendments (including post-effectivepost‑effective amendments) to such Registration Statement and any registration statement relating to the offering covered by such registration statement and filed pursuant to Rule 462(b) under the Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-factattorneys‑in‑fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-factattorneys‑in‑ fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.July 18, 2014.Name Position
Position
/s/ PETER A. COHEN
Peter A. CohenChairman of the Board, and Chief Executive Officer and President;Officer; Director (Principal Executive Officer)
/s/ STEPHEN A. LASOTA
Stephen A. Lasota
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer))
/s/ KATHERINE E. DIETZE
Katherine E. Dietze
Director
Steven Kotler
DirectorNamePosition
/s/ JEROME S. MARKOWITZ
Jerome S. MarkowitzDirector
/s/ JACK H. NUSBAUM
Jack H. Nusbaum
Director
/s/ DOUGLAS A. REDIKER
Douglas A. RedikerDirector
/s/ JEFFREY M. SOLOMON
Director
/s/ JOSEPH R. WRIGHT
Joseph R. Wright
DirectorEXHIBIT INDEX*1.1Form of Underwriting Agreement relating to common stock, preferred stock and debt securities†4.1Form of senior indenture†4.2Form of subordinated indenture†5.1Opinion of Willkie Farr & Gallagher LLP12.1Statement re: Computation of Ratio of Earnings to Fixed Charges23.1Consent of PricewaterhouseCoopers LLP23.2Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above)24.1Power of Attorney (included on signature pages)†25.1Form T-1 statement of eligibility under the Trust Indenture Act of 1939, as amended*To be filed, if necessary, subsequent to the effective date of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities.†To be filed by amendment.