Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-8 Registration Statement - Securities for an HTML 34K
Employee Benefit Plan
3: EX-5.1 Opinion of Counsel re: Legality HTML 10K
4: EX-23.2 Consent of Expert or Counsel HTML 6K
2: EX-FILING FEES Filing Fees HTML 11K
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type
Security Class Title
Fee Calculation Rule
Amount
Registered (1)
Proposed
Maximum
Offering
Price Per
Unit (2)
Maximum
Aggregate
Offering
Price (2)
Fee Rate
Amount
of Registration Fee
Equity
Common Stock
Other
5,000,000 (1)
$77.20
$386,000,000
$0.0000927
$35,782.20
Total Offering Amounts
$386,000,000
$35,782.20
Total Fee Offsets
-
-
Net
Fee Due
$35,782.20
(1) Includes (a) an additional 3,000,000 shares of common stock, par value $0.01 per share (the "Common Stock"), of Cohen & Steers, Inc. (the "Registrant") approved for issuance under the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (the "Plan") and (b) an additional 2,000,000 shares of Common Stock that may be issued in accordance with the share counting, share recycling and other terms and conditions of the Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act. The amount of the registration fee is based on a price of $77.20 per share of Common Stock, which is the average of the high and low prices of the registrant’s Common Stock as reported by the New York Stock Exchange on May 5, 2022.
Dates Referenced Herein and Documents Incorporated by Reference