SEC Form 4 · accession 0000919574-17-008270
ST JOE Co · JOE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FAIRHOLME CAPITAL MANAGEMENT LLC
Director · 10% Owner
FAIRHOLME FUNDS INC
10% Owner
Bruce R Berkowitz
Director · 10% Owner
Period of report
Nov 14, 2017
Accepted (ET)
Nov 17, 2017 · 7:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000745308
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 14, 2017 | J | 405,815 | $0.00 | D | 23,230,687 | D | |
| Common Stock | Nov 14, 2017 | J | 73,252 | $0.00 | D | 23,157,435 | D | |
| Common StockF2 | Nov 15, 2017 | P | 50,000 | $18.32 | A | 26,706,685 | I | See Footnote |
| Common StockF4 | Nov 15, 2017 | P | 50,000 | $18.32 | A | 125,000 | D | |
| Common StockF2 | Nov 16, 2017 | P | 33,400 | $18.64 | A | 26,740,085 | I | See Footnote |
| Common StockF4 | Nov 16, 2017 | P | 33,300 | $18.64 | A | 158,300 | D | |
| Common StockF2 | Nov 17, 2017 | P | 16,500 | $18.65 | A | 26,756,585 | I | See Footnote |
| Common StockF4 | Nov 17, 2017 | P | 16,500 | $18.65 | A | 174,800 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a redemption in-kind of the reported securities from The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fairholme Fund") to account(s) managed indirectly by Fairholme Capital Management, LLC ("Fairholme"). The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz ("Mr. Berkowitz") because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to separate series of a registered investment company and managed accounts. Mr. Berkowitz and Fairholme disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that Mr. Berkowitz and Fairholme are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2The securities are held in account(s) managed indirectly by Fairholme. The securities may be deemed to be beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to separate series of a registered investment company and managed accounts. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3Represents a redemption in-kind of the reported securities from the Allocation Fund to account(s) managed indirectly by Fairholme. The securities may be deemed to be beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme, which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to separate series of a registered investment company and managed accounts. Mr. Berkowitz and Fairholme disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that Mr. Berkowitz and Fairholme are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F4The reported securities are directly owned by Mr. Berkowitz.