Statement of Changes in Beneficial Ownership (4)
May 07 2021 - 11:50AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
LEVAN ALAN B |
2. Issuer Name and Ticker or Trading Symbol
Bluegreen Vacations Holding Corp
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BVH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, CEO and President |
(Last)
(First)
(Middle)
4960 CONFERENCE WAY NORTH, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/5/2021 |
(Street)
BOCA RATON, FL 33431
(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, $0.01 par value per share | 5/5/2021 | | A | | 10200 (1) | A | $0 (2) | 695077 (3) | D | |
Class B Common Stock, $0.01 par value per share | | | | | | | | 864426 (3) | D | |
Class B Common Stock, $0.01 par value per share | | | | | | | | 336915 (3) | I | By Levan BFC Stock Partners LP |
Class A Common Stock, $0.01 par value per share | | | | | | | | 986197 (3) | I | By Levan Partners LLC |
Class B Common Stock, $0.01 par value per share | | | | | | | | 141577 (3) | I | By Levan Partners LLC |
Class A Common Stock, $0.01 par value per share | | | | | | | | 2341 (3) | I | By spouse |
Class B Common Stock, $0.01 par value per share | | | | | | | | 240 (3) | I | By spouse |
Class A Common Stock, $0.01 par value per share | | | | | | | | 7344 (3) | I | By Levan Children's Trust |
Class A Common Stock, $0.01 par value per share | | | | | | | | 78700 (3) | I | By Susie and Alan B. Levan Family Foundation, Inc. |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On May 5, 2021, the issuer acquired all of the approximately 7% of the outstanding shares of common stock of Bluegreen Vacations Corporation ("Bluegreen") not already beneficially owned by the issuer pursuant to a statutory, short-form merger under Florida law. In connection with the merger, each share of Bluegreen's common stock outstanding at the effective time of the merger (other than shares beneficially owned by the issuer) was converted into the right to receive 0.51 shares of the issuer's Class A Common Stock. The reporting person received 10,200 shares of the issuer's Class A Common Stock in the merger in exchange for the 20,000 shares of Bluegreen's common stock that he owned at the effective time of the merger. |
(2) | On May 5, 2021, the effective date of the merger, the closing price of the issuer's Class A Common Stock on the New York Stock Exchange (the "NYSE") was $18.30 per share, and the closing price of Bluegreen's common stock on the NYSE was $9.32 per share. |
(3) | Shares of the issuer's Class B Stock are convertible on a share-for-share basis into the issuer's Class A Common Stock at any time in the holder's discretion. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LEVAN ALAN B 4960 CONFERENCE WAY NORTH, SUITE 100 BOCA RATON, FL 33431 | X | X | Chairman, CEO and President |
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Signatures
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/s/ Adrienne Kelley, Vice President Bluegreen Vacations Holding Corporation, Attorney-in-fact for Alan B. Levan | | 5/7/2021 |
**Signature of Reporting Person | Date |
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