SEC Form 4 · accession 0000921768-16-000126
BBX CAPITAL CORP · BBX
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
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 7:03 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 | Sep 30, 2016 | F | 53,364 | $20.56 | D | 432,054 | D | |
| Class A Common Stock, par value $0.01 per shareF3,F4 | Sep 30, 2016 | S$0 | 73,843 | — | D | 358,211 | D | |
| Class A Common Stock, par value $0.01 per shareF5,F6 | Oct 2, 2016 | F | 14,428 | $20.63 | D | 343,783 | D | |
| Class A Common Stock, par value $0.01 per shareF7,F4 | Oct 2, 2016 | S$0 | 19,963 | — | D | 323,820 | D | |
| Class A Common Stock, par value $0.01 per share | holding | — | — | — | 45,380 | I | Trust f/b/o John E. Abdo 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
- 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 units 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.
- F3Represents shares acquired by BFC Financial Corporation in exchange for BFC's issuance to the reporting person of 398,752 shares of its Class B Common Stock in accordance with the Share Exchange Agreement dated September 4, 2015 between the parties pursuant to which, in connection with any option exercised by BFC thereunder, the reporting person is entitled to receive shares of BFC's 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.
- F4The closing price of the issuer's Class A Common Stock on September 29, 2016 and September 30, 2016 was $20.56 and $20.63, respectively. The closing price of BFC's Class B Common Stock was $3.65 on each of September 29, 2016 and September 30, 2016. Based on such closing prices, BFC issued to the reporting person 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 and October 2, 2016.
- F5Represents shares surrendered to the issuer to satisfy the issuer's tax withholding obligation relating to the vesting on October 2, 2016 of certain previously reported restricted stock units granted to the reporting person. These shares have been cancelled and retired by the issuer.
- F6Represents the closing price of the issuer's Class A Common Stock on September 30, 2016, the last trading day prior to October 2, 2016.
- F7Represents shares acquired by BFC in exchange for BFC's issuance to the reporting person of 107,800 shares of its Class B Common Stock 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.