BBX BBX Capital Corporation

Amendment No. 7 to Schedule 13D

This Amendment No. 7 to Schedule 13D amends the Schedule 13D of BFC Financial Corporation (“BFC”) filed on August 28, 2008, as previously amended, relating to the Class A Common Stock, par value $0.01 per share, of BBX Capital Corporation, a Florida corporation (“BBX Capital”), solely to reflect the sales of BBX Capital’s Class A Common Stock effected pursuant to the previously disclosed Rule 10b5-1 Trading Plans entered into by Alan B. Levan, Levan, BBX Stock Partners LP (“Levan BBX Stock Partners”), Jarett S. Levan and Seth M. Wise, as Trustee of the Seth M. Wise Revocable Trust (the “Seth Wise Trust”). As previously disclosed, BFC owns shares of BBX Capital’s Class A Common Stock and Class B Common Stock representing an approximately 52% equity interest and 72% voting interest in BBX Capital; Alan Levan serves as Chairman, Chief Executive Officer and President of BFC, and as Chairman and Chief Executive Officer of BBX Capital, and together with John E. Abdo, Vice Chairman of BFC and BBX Capital, may be deemed to control BFC and BBX Capital; Jarett Levan serves as Executive Vice President and a director of BFC and BBX Capital; and Seth Wise serves as Executive Vice President and a director of BFC, and as Executive Vice President of BBX Capital.

BBX Capital’s principal executive offices are located at 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301.

Item 4: Purpose of Transaction

As previously disclosed, Alan Levan, Levan BBX Stock Partners, Jarett Levan and the Seth Wise Trust entered into Rule 10b5-1 Trading Plans with UBS Financial Services Inc. on March 18, 2014 for the purpose of selling up to 111,280 shares, 28,201 shares, 27,024 shares and 14,860 shares, respectively, of BBX Capital’s Class A Common Stock. Mr. Alan Levan indicated that his and Levan BBX Stock Partners’ Rule 10b5-1 Trading Plans were entered into for tax, estate planning and diversification purposes. Mr. Jarett Levan and Mr. Wise indicated that they entered into their respective Rule 10b5-1 Trading Plans for liquidity purposes.

Sales of all of the shares covered by the Rule 10b5-1 Trading Plans have been completed. Information regarding these sales is set forth in the following tables:

Sales under Alan Levan’s Rule 10b5-1 Trading Plan

Sales under Levan BBX Stock Partners’ Rule 10b5-1 Trading Plan

Sales under Jarett Levan’s Rule 10b5-1 Trading Plan

Sales under the Seth Wise Trust’s Rule 10b5-1 Trading Plan

Each of Alan Levan, on behalf of himself and Levan BBX Stock Partners, Jarett Levan and Seth Wise, as Trustee of the Seth Wise Trust, undertakes to provide to BBX Capital, any security holder of BBX Capital, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding tables, in each case to the extent applicable to such individual.

Item 5: Interest in Securities of the Issuer

BFC and, to the best of its knowledge, its executive officers, directors and control persons, currently beneficially own shares of BBX Capital’s Class A Common Stock as set forth in the following table. Unless otherwise noted, each beneficial owner has sole voting and investment power over the shares beneficially owned.

Except for the sales of BBX Capital’s Class A Common Stock effected pursuant to the Rule 10b5-1 Trading Plans described under Item 4, neither BFC, nor, to the best of its knowledge, any of its executive officers, directors or control persons, has effected any transaction in any shares of BBX Capital’s Class A Common Stock during the past 60 days.

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.

July 11, 2014

Date

Alan B. Levan/Chairman, Chief Executive Officer and President

Name/Title