BBX Capital (BBXIB) Form 4 BBX Capital / JARETT 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 JARETT

(Last) (First) (Middle)

201 EAST LAS OLAS BOULEVARD

SUITE 1900

(Street)

FORT LAUDERDALE FL 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	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock, par value $0.01 per share	07/12/2023		J		2,530(3)	A	$0	538,918(1)(2)	D
Class B Common Stock, par value $0.01 per share	07/12/2023		P		121,698(4)	A	$11.2	660,616(1)(2)	D
Class B Common Stock, par value $0.01 per share	07/12/2023		J		4,271(3)	A	$0	4,271(1)(2)	I	Jarett Levan Investment Trust
Class B Common Stock, par value $0.01 per share	07/12/2023		J		13,078(3)	A	$0	13,078(1)(2)	I	By reporting person as UTMA custodian for children
Class A Common Stock, par value $0.01 per share								424,142(1)	D
Class A Common Stock								480(1)	I	By reporting person as UTMA custodian for children

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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. On July 12, 2023, Levan Partners, LLC, a shareholder of the issuer and affiliate of the reporting person, distributed to its members, including the reporting person and his investment trust, and UTMA for his children, all 141,577 shares of the issuer's Class B Common Stock that it owned. Following receipt of the shares distributed to them, the other members of Levan Partners, LLC sold such shares to the reporting person in privately-negotiated transactions at a price of $11.20 per share.

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

4. Represents the shares of the issuer's Class B Common Stock purchased from other members of Levan Partners, LLC as described in footnote 2.

	/s/ Brett Sheppard, Chief Financial Officer, BBX Capital Inc., Attorney-in-Fact for Jarett 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).
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