Statement of Changes in Beneficial Ownership (4)
October 02 2015 - 5:49PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
BFC FINANCIAL CORP
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2. Issuer Name
and
Ticker or Trading Symbol
BBX CAPITAL CORP
[
BBX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
401 EAST LAS OLAS BOULEVARD, SUITE 800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2015
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(Street)
FORT LAUDERDALE, FL 33301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock, par value $0.01 per share
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9/30/2015
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P
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221821
(1)
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A
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(1)
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13126354
(2)
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D
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Class A Common Stock, par value $0.01 per share
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20
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I
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By Eden Services, Inc.
(3)
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Class A Common Stock, par value $0.01 per share
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22
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I
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By ODI Program Partnership, LLLP
(4)
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Class B Common Stock, par value $0.01 per share
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195045
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Pursuant to the previously disclosed Share Exchange Agreement entered into by the reporting person and certain of the issuer's executive officers (the "Executives") on September 4, 2015, on September 30, 2015, the reporting person received 221,821 shares of the issuer's Class A Common Stock in exchange for the issuance of a total of 1,218,476 shares of the reporting person's Class B Common Stock to the Executives. The closing price of the issuer's Class A Common Stock and the reporting person's Class B Common Stock on September 29, 2015 was $15.82 per share and $2.88 per share, respectively.
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(
2)
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Shares of the issuer's Class B Common Stock are convertible on a share-for-share basis into the issuer's Class A Common Stock at any time in the reporting person's discretion. The previous Form 4 filed by the reporting person understated the reporting person's holdings of the issuer's Class A Common Stock by one share.
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(
3)
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Eden Services, Inc. is a direct wholly owned subsidiary of the reporting entity.
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(
4)
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ODI Program GP Corporation, an indirect wholly owned subsidiary of the reporting entity, is the general partner of ODI Program Partnership, LLLP.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BFC FINANCIAL CORP
401 EAST LAS OLAS BOULEVARD
SUITE 800
FORT LAUDERDALE, FL 33301
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X
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Signatures
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/s/ Raymond S. Lopez, Chief Financial Officer, BFC Financial Corporation
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10/2/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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