Cohen & Steers, Inc.
Common Stock, par value $0.01 per share
19247A 10 0
February 15, 2006
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule
13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
___________
*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 the disclosures provided in a prior cover page.
The information required in 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 (the “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).
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Page 1 of 6 |
| CUSIP No. 19247A 10 0 | Page 2 of 6 | |
| 1. | Name
of Reporting Person: Martin Cohen I.R.S. Identification Nos. of above persons (entities only): |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) [ ] (b) [X] |
| 3. | SEC
Use Only |
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| 4. | Citizenship
or Place of Organization: United States of America |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole
Voting Power: 11,338,015 |
| 6. | Shared
Voting Power: 1,340,701 |
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| 7. | Sole
Dispositive Power: 11,338,015 |
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| 8. | Shared
Dispositive Power: 1,340,701 |
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| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 12,678,716 |
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| 10. | Check Box
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ] |
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| 11. | Percent
of Class Represented by Amount in Row (9): 35.03%* |
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| 12. | Type
of Reporting Person (See Instructions): IN |
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* The calculation of the foregoing percentage is based on 36,199,354 shares of common stock outstanding as of February 9, 2006, based on the Cohen & Steers, Inc. Prospectus dated February 9, 2006 filed with United States Securities Exchange Commission on February 10, 2006.
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Item 1. |
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(a) |
Name of Issuer: | |
Cohen & Steers, Inc.
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(b) |
Address of Issuer’s Principal Executive Offices |
280 Park Avenue
New York, New York 10017
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Item 2. |
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(a) |
Name of Person Filing: | |
Martin Cohen
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(b) |
Address of Principal Business Office or, if none, Residence: |
For purposes of this filing, the address of Martin Cohen is
c/o
Cohen & Steers, Inc.
280 Park Avenue
New York, New York 10017
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(c) |
Citizenship |
United States of America
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(d) |
Title of Class of Securities |
Common Stock, par value $0.01 per share, of Cohen & Steers, Inc. (the “Common Stock”).
| (d) |
CUSIP Number |
19247A 10 0
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
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Item 4. |
Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a) |
Amount beneficially owned: |
12,678,716 shares of Common Stock, which includes 1,340,701 shares held by The Martin Cohen 1998 Family Trust, of which Mr. Cohen’s spouse is the sole trustee. Mr. Cohen disclaims beneficial ownership of the shares held by this trust.
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(b) |
Percent of class: |
See Item 11 of the cover page.
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(c) |
Number of shares as to which the person has: |
| (i) |
Sole
power to vote or to direct the vote: |
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(ii) |
Shared
power to vote or to direct the vote: |
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(iii) |
Sole
power to dispose or to direct the disposition of: |
| (iv) |
Shared power to dispose or to direct the disposition of: |
| Item 5. | Ownership of Five Percent or Less of a Class. |
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Not applicable. |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. |
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company. |
| Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable. |
| Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |
| Item 10. |
Certification. |
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Not applicable. |
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.
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/s/ Martin Cohen Name: Martin Cohen Date: February 17, 2006
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