SEC Form 4 · accession 0000315858-16-000118
BBX Capital Corp · BBX/BBXTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Seth M Wise
Officer — Executive Vice President · Director
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 7:24 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,F4 | Sep 30, 2016 | F | 143,283 | $3.85 | D | 509,458 | D | |
| Class B Common Stock, par value $0.01 per shareF5,F6,F4,F7 | Sep 30, 2016 | P$0 | 204,962 | — | A | 1,312,179 | D | |
| Class B Common Stock, par value $0.01 per shareF8,F9,F4 | Oct 4, 2016 | F | 40,790 | $3.65 | D | 1,271,389 | D | |
| Class B Common Stock, par value $0.01 per shareF10,F6,F4 | Oct 4, 2016 | P$0 | 53,897 | — | A | 1,325,286 | D | |
| Class A Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 283,566 | I | By Seth M. Wise Rev Trust DTD July 20, 2004 | |
| Class A Common Stock, par value $0.01 per share | holding | — | — | — | 247 | I | By Spouse's IRA | |
| Class B Common Stock, par value $0.01 per shareF7 | holding | — | — | — | 0 | I | By Seth M. Wise Rev Trust DTD July 20, 2004 |
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.
- F10Represents shares received in exchange for 9,981 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 4, 2016 and the issuance of shares of the issuer's Class B Common Stock in exchange therefor.
- F2Represents the closing price of the issuer's Class A Common Stock on September 29, 2016.
- F3On September 30, 2016, the reporting person transferred 272,454 shares of the issuer's Class A Common Stock from his indirect holdings through the trust to his direct holdings. These share amounts reflect that transfer.
- F4Shares 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.
- F5Represents shares received in exchange for 37,956 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.
- F6The closing price of the issuer's Class B Common Stock was $3.65 on each of September 29, 2016 and October 3, 2016. The closing price of BBX Capital's Class A Common Stock on September 29, 2016 and October 3, 2016 was $20.56 and $20.62, 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 4, 2016.
- F7On September 30, 2016, the reporting person transferred 128,868 shares of the issuer's Class B Common Stock from his indirect holdings through the trust to his direct holdings. These share amounts reflect that transfer.
- F8Represents shares surrendered to the issuer to satisfy the issuer's tax withholding obligation relating to the vesting on October 4, 2016 of certain previously reported restricted stock awards granted to the reporting person. These shares have been cancelled and retired by the issuer.
- F9Represents the closing price of the issuer's Class A Common Stock on October 3, 2016.