(Amendment No. 23)*
1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Fairholme Capital Management, L.L.C.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[X]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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23,157,435
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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25,842,419
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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25,842,419
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.2%
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14.
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TYPE OF REPORTING PERSON*
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IA
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Bruce R. Berkowitz
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[X]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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1,565,900
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8.
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SHARED VOTING POWER
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23,157,435
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9.
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SOLE DISPOSITIVE POWER
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1,565,900
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10.
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SHARED DISPOSITIVE POWER
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[_]
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25,842,419
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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27,408,319
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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44.7%
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14.
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TYPE OF REPORTING PERSON*
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IN, HC
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Fairholme Funds, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[__]
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(b)
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[X]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Maryland
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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23,157,435
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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23,157,435
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,157,435
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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37.8%
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14.
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TYPE OF REPORTING PERSON*
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IV
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Item 1.
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Security and Issuer.
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No material changes from the Schedule 13D filed
by the Reporting Persons on October 14, 2010.
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Item 2.
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Identity and Background.
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No material changes from the Schedule 13D filed by the Reporting Persons on October 14, 2010.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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No material changes from the Schedule 13D filed
by the Reporting Persons on October 14, 2010.
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Item 4.
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Purpose of Transaction.
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No material changes from the Schedule
13D filed by the Reporting Persons on April 26, 2017.
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Item 5.
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Interest in Securities of the Issuer.
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(a-e) As of the date hereof, Fairholme
may be deemed to be the beneficial owner of 25,842,419 Shares (42.2%) of the Issuer, the Fund may be deemed to be the beneficial
owner of 23,157,435 Shares (37.8%) of the Issuer and Mr. Berkowitz may be deemed to be the beneficial owner of 27,408,319 Shares
(44.7%) of the Issuer, based upon the 61,295,299 Shares outstanding as of July 30, 2018, according to the 10-Q filed by the Issuer
on August 1, 2018. Of the 23,157,435 Shares deemed to be beneficially owned by the Fund, 22,730,687 are owned by the Fairholme
Fund and 426,748 are owned by The Fairholme Allocation Fund, each a series of the Fund.
Fairholme has the sole power to vote or
direct the vote of 0 Shares, the Fund has the sole power to vote or direct the vote of 0 Shares and Bruce R. Berkowitz has the
sole power to vote or direct the vote of 1,565,900 Shares to which this filing relates. Fairholme has the shared power to vote
or direct the vote of 23,157,435 Shares, the Fund has the shared power to vote or direct the vote of 23,157,435 Shares and Mr.
Berkowitz has the shared power to vote or direct the vote of 23,157,435 Shares to which this filing relates.
Fairholme has the sole power to dispose
or direct the disposition of 0 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and Mr. Berkowitz
has the sole power to dispose or direct the disposition of 1,565,900 Shares to which this filing relates. Fairholme has the shared
power to dispose or direct the disposition of 25,842,419 Shares, the Fund has the shared power to dispose or direct the disposition
of 23,157,435 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 25,842,419 Shares to which
this filing relates.
There
have been no transactions in the Shares by the Reporting Persons during the 60 days prior to the date of this filing.
The Reporting Persons specifically disclaim beneficial
ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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No material changes from the Schedule
13D filed by the Reporting Persons on April 26, 2017.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A
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Joint Filing Statement
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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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August 2, 2018
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(Date)
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Fairholme Capital Management, L.L.C.
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By: /s/
Paul Thomson
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Chief Compliance Officer
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Bruce R. Berkowitz
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By: /s/
Paul Thomson
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(Attorney-in-fact)
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Fairholme Funds, Inc.
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By: /s/
Paul Thomson
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Chief Compliance Officer
Fairholme Capital Management, L.L.C.
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The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person
by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies
are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D/A dated August
2, 2018 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.
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August 2, 2018
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(Date)
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Fairholme Capital Management, L.L.C.
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By: /s/
Paul Thomson
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Chief Compliance Officer
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Bruce R. Berkowitz
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By: /s/
Paul Thomson
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(Attorney-in-fact)
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Fairholme Funds, Inc.
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By: /s/
Paul Thomson
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Chief Compliance Officer
Fairholme Capital Management, L.L.C.
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LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that the undersigned constitutes and appoints Paul R. Thomson, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his capacity as the controlling person of the sole member of Fairholme Capital
Management, LLC, for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite
and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of
Attorney shall continue effective until revoked by me at any time.
Dated this 2nd day of August, 2018.
Fairholme Capital Management, LLC
By: Fairholme Holdings, LLC, Sole Member
By: /s/ Bruce R. Berkowitz
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Bruce R. Berkowitz, Controlling Person
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