SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BFC FINANCIAL CORP [ BFCF/BFCFB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, par value $0.01 per share | 09/30/2016 | F | 296,743(1) | D | $3.85(2) | 297,408(3)(4) | D | |||
| Class B Common Stock, par value $0.01 per share | 09/30/2016 | P | 398,752(5) | A | (6) | 4,593,643(4)(7) | I | By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee | ||
| Class B Common Stock, par value $0.01 per share | 10/02/2016 | F | 81,579(8) | D | $3.65(9) | 1,098,867(4)(7)(10) | D | |||
| Class B Common Stock, par value $0.01 per share | 10/02/2016 | P | 107,800(11) | A | (6) | 4,814,330(4)(10) | I | By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee | ||
| Class A Common Stock, par value $0.01 per share | 3,669,308(3)(4) | I | By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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. Represents shares surrendered to the issuer to satisfy the issuer's tax withholding obligation relating to the vesting on September 30, 2016 of certain previously reported restricted stock awards granted to the reporting person. These shares have been cancelled and retired by the issuer. |
| 2. Represents the closing price of the issuer's Class A Common Stock on September 29, 2016. |
| 3. On September 30, 2016, the reporting person transferred 166,282 shares of the issuer's Class A Common Stock from his direct holdings to his indirect holdings through the trust. These share amounts reflect that transfer. |
| 4. 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 holder's discretion. |
| 5. Represents shares received in exchange for 73,843 shares of Class A Common Stock of BBX Capital Corporation in accordance with the Share Exchange Agreement dated September 4, 2015 between the parties pursuant to which, in connection with any option exercised by the issuer thereunder, the reporting person is entitled to receive shares of the issuer's Class A or Class B Common Stock having a market value equal to the market value of the shares of BBX Capital's Class A Common Stock acquired by the issuer upon the option exercise, subject to a maximum of 5.4 shares of the issuer's Class A or Class B Common Stock for each share of BBX Capital's Class A Common Stock. The issuer's board of directors approved the exercise of the issuer's option with respect to the shares of BBX Capital's Class A Common Stock subject to restricted stock units which vested on September 30, 2016 and the issuance of shares of the issuer's Class B Common Stock in exchange therefor. |
| 6. The closing price of the issuer's Class B Common Stock was $3.65 on each of September 29, 2016 and September 30, 2016. The closing price of BBX Capital's Class A Common Stock on September 29, 2016 and September 30, 2016 was $20.56 and $20.63, respectively. Based on such closing prices, the issuer issued to the reporting person 5.4 shares of the issuer's Class B Common Stock in exchange for each share of BBX Capital's Class A Common Stock received by the issuer on September 30, 2016 and October 2, 2016. |
| 7. On September 30, 2016, the reporting person transferred 663,359 shares of the issuer's Class B Common Stock from his direct holdings to his indirect holdings through the trust. These share amounts reflect that transfer. |
| 8. Represents shares surrendered to the issuer to satisfy the issuer's tax withholding obligation relating to the vesting on October 2, 2016 of certain previously reported restricted stock awards granted to the reporting person. These shares have been cancelled and retired by the issuer. |
| 9. Represents the closing price of the issuer's Class B Common Stock on September 30, 2016, the last trading day prior to October 2, 2016. |
| 10. On October 2, 2016, the reporting person transferred 112,887 shares of the issuer's Class B Common Stock from his direct holdings to his indirect holdings through the trust. These share amounts reflect that transfer. |
| 11. Represents shares received in exchange for 19,963 shares of BBX Capital's Class A Common Stock pursuant to the Share Exchange Agreement described above. The issuer's board of directors approved the exercise of the issuer's option with respect to the shares of BBX Capital's Class A Common Stock subject to restricted stock units which vested on October 2, 2016 and the issuance of shares of the issuer's Class B Common Stock in exchange therefor. |
| /s/ Raymond S. Lopez, Chief Financial Officer, BFC Financial Corporation, Attorney-in-Fact for John E. Abdo | 10/04/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||