SEC Form 4 · accession 0000315858-16-000131
BBX Capital Corp · BBX/BBXTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John E Abdo
Officer — Vice Chairman · Director · 10% Owner
Period of report
Dec 15, 2016
Accepted (ET)
Dec 19, 2016 · 3:03 pm EST
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 | Dec 15, 2016 | A | 1,748,628 | $0.00 | A | 2,046,036 | D | |
| Class A Common Stock, par value $0.01 per shareF4,F2,F3 | Dec 15, 2016 | A | 245,052 | $0.00 | A | 3,914,360 | I | By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee |
| Class B Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 1,098,867 | D | ||
| Class B Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 4,814,330 | I | By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 61,025 shares of the issuer's Class A Common Stock received in exchange for 11,301 shares of BBX Capital Corporation's Class A Common Stock and restricted stock units of 1,687,603 of the issuer's Class A Common Stock received in exchange for restricted stock units of 312,519 shares of BBX Capital's Class A Common Stock assumed by the issuer, in each case, in connection with the merger of BBX Capital with and into a wholly owned subsidiary of the issuer (the "Merger").
- F2On December 15, 2016, the effective date of the Merger, the closing price of the issuer's Class A Common Stock, as quoted on the OTCQB, was $3.95 per share, and the closing price of BBX Capital's Class A Common Stock, as quoted on the New York Stock Exchange, was $20.05 per share.
- 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.
- F4Received in exchange for 45,380 shares of BBX Capital?s Class A Common Stock in connection with the Merger.