SEC Form 4 · accession 0000921768-16-000124
BBX CAPITAL CORP · BBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
BFC FINANCIAL CORP
10% Owner
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 7:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000921768
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 | P$0 | 223,598 | — | A | 13,349,952 | D | |
| Class A Common Stock, par value $0.01 per shareF6,F2,F3 | Oct 1, 2016 | P$0 | 19,963 | — | A | 13,369,915 | D | |
| Class A Common Stock, par value $0.01 per shareF7,F2,F3 | Oct 2, 2016 | P$0 | 19,963 | — | A | 13,389,878 | D | |
| Class A Common Stock, par value $0.01 per shareF8,F2,F3 | Oct 3, 2016 | P$0 | 9,981 | — | A | 13,399,859 | D | |
| Class A Common Stock, par value $0.01 per shareF9,F2,F3 | Oct 4, 2016 | P$0 | 9,981 | — | A | 13,409,840 | D | |
| Class A Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 20 | I | By Eden Services, Inc. | |
| Class A Common Stock, par value $0.01 per shareF5 | holding | — | — | — | 22 | I | By ODI Program Partnership, LLLP | |
| Class B Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 195,045 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares acquired by BFC Financial Corporation in exchange for the issuance of 1,207,429 shares of BFC's Class B Common Stock to certain individuals in accordance with the Share Exchange Agreements dated September 4, 2015 between BFC and such individuals pursuant to which, in connection with any option exercised by BFC thereunder, BFC agreed to issue shares of its Class A or Class B Common Stock having a market value equal to the market value of the shares of the issuer's Class A Common Stock acquired by BFC upon the option exercise, subject to a maximum of 5.4 shares of BFC's Class A or Class B Common Stock for each share of the issuer's Class A Common Stock. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on September 30, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor.
- F2The closing price of the issuer's Class A Common Stock on September 29, 2016, September 30, 2016 and October 3, 2016 was $20.56, $20.63 and $20.62, respectively. The closing price of BFC's Class B Common Stock was $3.65 on each of September 29, 2016, September 30, 2016 and October 3, 2016. Based on such closing prices, BFC issued to certain individuals of the issuer 5.4 shares of its Class B Common Stock in exchange for each share of the issuer's Class A Common Stock received by BFC on September 30, 2016 through October 4, 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 reporting person's discretion.
- F4Eden Services, Inc. is a direct wholly owned subsidiary of the reporting entity.
- F5ODI Program GP Corporation, an indirect wholly owned subsidiary of the reporting entity, is the general partner of ODI Program Partnership, LLLP.
- F6Represents shares acquired by BFC in exchange for BFC's issuance of 107,800 shares of BFC's Class B Common Stock to an individual pursuant to the Share Exchange Agreement described above. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on October 1, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor.
- F7Represents shares acquired by BFC in exchange for BFC's issuance of 107,800 shares of BFC's Class B Common Stock to an individual pursuant to the Share Exchange Agreement described above. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on October 2, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor.
- F8Represents shares acquired by BFC in exchange for BFC's issuance of 53,897 shares of BFC's Class B Common Stock to an individual pursuant to the Share Exchange Agreement described above. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on October 3, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor.
- F9Represents shares acquired by BFC in exchange for BFC's issuance of 53,897 shares of BFC's Class B Common Stock to an individual pursuant to the Share Exchange Agreement described above. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on October 4, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor.