OMB
APPROVAL
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OMB
Number: 3235-0145
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
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Expires: February
28, 2009
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Estimated
average burden
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hours
per response............ 10.4
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SCHEDULE
13G
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Under the Securities Exchange
Act of 1934
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(Amendment No. 2)*
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Cowen
Group, Inc.
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(Name
of Issuer)
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Common
Stock
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223621103
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(CUSIP
Number)
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December
31, 2008
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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ý
Rule 13d-1(b)
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o Rule
13d-1(c)
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o Rule
13d-1(d)
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*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.
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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 (“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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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Skyline Asset
Management, LP - 36-4023693
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2.
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Check the Appropriate Box if
a Member of a Group (See Instructions)
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(a) Not
Applicable
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(b) Not
Applicable
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting Power
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6. Shared
Voting Power
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515,778
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7. Sole
Dispositive Power
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8. Shared
Dispositive Power
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520,818
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
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520,818 |
10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) Not
Applicable
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11.
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Percent of Class Represented
by Amount in Row (9)
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3.66% |
12.
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Type of Reporting
Person (See Instructions)
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IA
- Investment Adviser
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Item 1. |
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(a)
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Name
of Issuer
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Cowen
Group, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
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1221
Avenue of the Americas, New York, New York 10020
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Item 2. |
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(a)
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Name
of Person Filing
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The
Shares reported herein are held by Skyline Asset Management, LP
(“Skyline”) as investment adviser to certain client accounts (“accounts”)
over which Skyline exercises discretion.
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(b)
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Address
of Principal Business Office or, if none, Residence
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311
South Wacker Drive, Chicago, Illinois 60606
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(c)
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Citizenship
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Delaware
Limited Partnership
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(d)
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Title
of Class of Securities
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Common
Stock
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(e)
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CUSIP
Number
223621103
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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:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e)
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ý
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. |
Ownership.
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(a)
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Amount
beneficially owned:
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(b)
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Percent
of class:
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(c)
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Number
of shares as to which the person
has:
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(i)
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Sole
power to vote or to direct the vote NONE.
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(ii)
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Shared
power to vote or to direct the vote 515,778*.
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(iii)
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Sole
power to dispose or to direct the disposition of NONE.
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(iv)
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Shared
power to dispose or to direct the disposition of 520,818*.
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Item 5. |
Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ý.
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Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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Not Applicable.
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Item 8. |
Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item 9. |
Notice
of Dissolution of Group.
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Not
Applicable.
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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January 29,
2009
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Date
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/s/Anthony
Nanni
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Signature
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Anthony
Nanni/Chief Compliance Officer
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Name/Title
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