SEC Form 4 · accession 0000315858-16-000114
BBX Capital Corp · BBX/BBXTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan B Levan
10% Owner
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 7:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000315858
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.01 per shareF1,F2,F3 | Sep 30, 2016 | F | 296,742 | $3.85 | D | 1,922,585 | D | |
| Class B Common Stock, par value $0.01 per shareF4,F5,F3 | Sep 30, 2016 | P$0 | 398,752 | — | A | 2,917,507 | D | |
| Class B Common Stock, par value $0.01 per shareF6,F7,F3 | Oct 1, 2016 | F | 81,579 | $3.65 | D | 2,835,928 | D | |
| Class B Common Stock, par value $0.01 per shareF8,F5,F3 | Oct 1, 2016 | P$0 | 107,800 | — | A | 2,943,728 | D | |
| Class A Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 5,011,048 | I | By Levan Partners, LLC | |
| Class A Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 1,270,294 | I | By Florida Partners Corporation | |
| Class A Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 11,440 | I | By spouse | |
| Class A Common Stock, par value $0.01 per share | holding | — | — | — | 12,237 | I | By Jarett Levan Children's Trust | |
| Class A Common Stock, par value $0.01 per share | holding | — | — | — | 12,237 | I | By Donald Levan Children's Trust | |
| Class A Common Stock, par value $0.01 per share | holding | — | — | — | 12,237 | I | By Rachelle Levan Children's Trust | |
| Class B Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 1,684,571 | I | By Levan BFC Stock Partners, LP | |
| Class B Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 707,882 | I | By Levan Partners, LLC | |
| Class B Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 133,314 | I | By Florida Partners Corporation | |
| Class B Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 1,200 | I | By spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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.
- F2Represents the closing price of the issuer's Class A Common Stock on September 29, 2016.
- F3Shares 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.
- F4Represents 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.
- F5The 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 1, 2016.
- F6Represents shares surrendered to the issuer to satisfy the issuer's tax withholding obligation relating to the vesting on October 1, 2016 of certain previously reported restricted stock awards granted to the reporting person. These shares have been cancelled and retired by the issuer.
- F7Represents the closing price of the issuer's Class B Common Stock on September 30, 2016.
- F8Represents 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 1, 2016 and the issuance of shares of the issuer's Class B Common Stock in exchange therefor.