BBX Capital Form 4 / ALAN B LEVAN ownership change

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^*

LEVAN ALAN B

(Last)

(First)

(Middle)

201 EAST LAS OLAS BOULEVARD

SUITE 1900

(Street)

FORT LAUDERDALE

33301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BBX Capital, Inc. [ BBXIA/B ]

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

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, par value $0.01 per share	07/12/2023		J		141,577	D	$0	0⁽²⁾	I	By Levan Partners, LLC
Class B Common Stock, par value $0.01 per share	07/12/2023		J		2,530⁽³⁾	A	$0	2,770⁽¹⁾	I	By Spouse
Class B Common Stock, par value $0.01 per share	07/12/2023		S		2,530⁽⁴⁾	D	$11.2	240⁽¹⁾	I	By Spouse
Class B Common Stock, par value $0.01 per share	07/12/2023		J		5,401⁽³⁾	A	$0	869,827⁽¹⁾	D
Class B Common Stock, par value $0.01 per share	07/12/2023		S		5,401⁽⁴⁾	D	$11.2	864,426⁽¹⁾	D
Class B Common Stock, par value $0.01 per share	07/12/2023		J		335⁽³⁾	A	$0	335⁽¹⁾	I	Levan General Corp
Class B Common Stock, par value $0.01 per share	07/12/2023		S		335⁽⁴⁾	D	$11.2	0	I	Levan General Corp
Class B Common Stock, par value $0.01 per share	07/12/2023		J		24,065⁽³⁾	A	$0	24,065⁽¹⁾	I	Irrevocable Trust for Alan B. Levan
Class B Common Stock, par value $0.01 per share	07/12/2023		S		24,065⁽⁴⁾	D	$11.2	0	I	Irrevocable Trust for Alan B. Levan
Class B Common Stock, par value $0.01 per share	07/12/2023		J		29,731⁽³⁾	A	$0	29,731⁽¹⁾	I	Irrevocable Trust for Susana C. Levan
Class B Common Stock, par value $0.01 per share	07/12/2023		S		29,731⁽⁴⁾	D	$11.2	0	I	Irrevocable Trust for Susana C. Levan
Class A Common Stock, par value $0.01 per share								820,834⁽¹⁾	D
Class A Common Stock, par value $0.01 per share								986,197⁽¹⁾	I	By Levan Partners, LLC
Class A Common Stock, par value $0.01 per share								78,700⁽¹⁾	I	By Susie and Alan B. Levan Family Foundation, Inc.
Class A Common Stock, par value $0.01 per share								7,344⁽¹⁾	I	By Levan Children's Trust
Class B Common Stock, par value $0.01 per share								336,915⁽¹⁾	I	By Levan BFC Stock Partners, LP
Class A Common Stock, par value $0.01 per share								2,341⁽¹⁾	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. Levan Partners, LLC distributed to its members, including the reporting person, his spouse, respective irrevocable trusts, and Levan General Corp, all 141,577 shares of the issuer's Class B Common Stock that it owned. Following receipt of the shares, each of them sold such shares to the issuer's CEO and President in a privately-negotiated transaction at a price of $11.20 per share. The shares of the issuer's Class B Common Stock held by Levan Partners, LLC were previously reported as beneficially owned by the reporting person, as a controlling person of Levan Partners, LLC

3. Represents the shares received from Levan Partners, LLC in connection with the distribution of its shares of the issuer's Class B Common Stock, as described in footnote 2.

4. Represents the shares sold to the issuer's CEO and President, as described in footnote 2.

	/s/ Brett Sheppard, Chief Financial Officer, BBX Capital Inc., Attorney-in-Fact for Alan B. Levan	07/13/2023
	** 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.

BBX Capital (BBXIB) Form 4BBX Capital / ALAN B LEVAN ownership change