SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Toffolon John E Jr

(Last) (First) (Middle)
C/O COWEN GROUP, INC.
1221 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cowen Group, Inc. [ COWN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/10/2008 P 70 A $8.25 15,070(1) D
Common Stock 06/10/2008 P 70 A $8.31 15,140(1) D
Common Stock 06/10/2008 P 16 A $8.35 15,156(1) D
Common Stock 06/10/2008 P 70 A $8.37 15,226(1) D
Common Stock 06/10/2008 P 161 A $8.38 15,387(1) D
Common Stock 06/10/2008 P 70 A $8.4 15,457(1) D
Common Stock 06/10/2008 P 70 A $8.41 15,527(1) D
Common Stock 06/10/2008 P 150 A $8.415 15,677(1) D
Common Stock 06/10/2008 P 70 A $8.425 15,747(1) D
Common Stock 06/10/2008 P 220 A $8.43 15,967(1) D
Common Stock 06/10/2008 P 70 A $8.435 16,037(1) D
Common Stock 06/10/2008 P 350 A $8.44 16,387(1) D
Common Stock 06/10/2008 P 70 A $8.445 16,457(1) D
Common Stock 06/10/2008 P 1,400 A $8.45 17,857(1) D
Common Stock 06/10/2008 P 150 A $8.455 18,007(1) D
Common Stock 06/10/2008 P 1,590 A $8.46 19,597(1) D
Common Stock 06/10/2008 P 416 A $8.47 20,013(1) D
Common Stock 06/10/2008 P 220 A $8.48 20,233(1) D
Common Stock 06/10/2008 P 198 A $8.49 20,431(1) D
Common Stock 06/10/2008 P 92 A $8.5 20,523(1) D
Common Stock 06/10/2008 P 570 A $8.505 21,093(1) D
Common Stock 06/10/2008 P 150 A $8.51 21,243(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This amount does not include 2,457 shares held by Family Trusts.
Remarks:
This is one of two Form 4s filed by the Reporting Person for transactions on June 10, 2008.
/s/ J. Kevin McCarthy, Attorney-in-fact 06/12/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Christopher A. White and J.
Kevin McCarthy, or either of them signing singly, and with full
power of substitution, the undersigned's true and lawful
attorney-in-fact to:
(1)  prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and
Exchange Commission (the"SEC") a Form ID, including amendments
thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section
16(a) of the Securities Exchange Act of 1934 or any rule or
regulation of the SEC;
(2)  execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Cowen
Group, Inc. (the "Company"), Forms 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
(3)  do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 4 or 5, complete and execute any amendment
or amendments thereto, and timely file such form with the U.S.
Securities and Exchange Commission (the "SEC") and any stock
exchange or similar authority; and
(4)  take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 4 and 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 3rd day of June, 2008.
/s/John E. Toffolon, Jr.
Signature
John E. Toffolon, Jr.
[NAME]