Homefed (HOFD) Form 4 HOMEFED / TIMOTHY M CONSIDINE 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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X

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^*

CONSIDINE TIMOTHY M

(Last) (First) (Middle)

C/O HOMEFED CORPORATION

1903 WRIGHT PLACE, SUITE 220

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HOMEFED CORP [ HOFD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019

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
Common Stock	07/01/2019		D		3,900	D	$0(1)	0	I(7)	(7)

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
Option - Right to Buy	$50.5	07/01/2019		D(2)			1,000	(3)	08/08/2023	Common Stock	1,000	$0(2)	0	D
Option - Right to Buy	$44	07/01/2019		D(2)			1,000	(4)	08/04/2022	Common Stock	1,000	$0(2)	0	D
Option - Right to Buy	$40.5	07/01/2019		D(2)			1,000	(5)	07/14/2021	Common Stock	1,000	$0(2)	0	D
Option - Right to Buy	$47.85	07/01/2019		D(2)			1,000	(6)	07/15/2020	Common Stock	1,000	$0(2)	0	D

Explanation of Responses:

1. Disposition pursuant to the Agreement and Plan of Merger by and among HomeFed Corporation ("HomeFed"), Jefferies Financial Group Inc. ("Jefferies") and Heat Merger Sub, LLC dated as of April 12, 2019, as amended by Amendment No. 1 to the Merger Agreement dated as of May 2, 2019 (as amended, the "Merger Agreement"), in exchange for common stock of Jefferies in the ratio of two shares of Jefferies for each one share of HomeFed.

2. Disposition pursuant to the Merger Agreement in exchange for options to purchase shares of common stock of Jefferies in the ratio of two shares of Jefferies for each one share of HomeFed (with a concurrent exercise price adjustment).

3. The options vest at a rate of 25% per year, commencing on August 8, 2019.

4. The options vest at a rate of 25% per year, commencing on August 4, 2018.

5. The options vest at a rate of 25% per year, commencing on July 14, 2017.

6. The options vest at a rate of 25% per year, commencing on July 15, 2016.

7. Includes 500 shares held by the Seeseeanoh Inc. Retirement Plan (Mr. Considine and his wife are the sole owners of Seeseeanoh Inc., a real estate company) and 3,400 shares held by The Considine Family 1981 Trust, of which Mr. Considine and his wife are trustees.

Remarks:

	Roland T. Kelly, by power of attorney	07/01/2019
	** 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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