SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEVAN ALAN B

(Last)

(First)

(Middle)

4960 CONFERENCE WAY NORTH, SUITE 100

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bluegreen Vacations Holding Corp [ BVH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $0.01 par value per share	01/17/2024		D		706,470	D	$0⁽¹⁾	0	D
Class B Common Stock, $0.01 par value per share	01/17/2024		D		864,426	D	$0⁽¹⁾	0	D
Class B Common Stock, $0.01 par value per share	01/17/2024		D		336,915	D	$0⁽¹⁾	0	I	By Levan BFC Stock Partners LP
Class A Common Stock, $0.01 par value per share	01/17/2024		D		986,197	D	$0⁽¹⁾	0	I	By Levan Partners LLC
Class B Common Stock, $0.01 par value per share	01/17/2024		D		141,577	D	$0⁽¹⁾	0	I	By Levan Partners LLC
Class A Common Stock, $0.01 par value per share	01/17/2024		D		2,341	D	$0⁽¹⁾	0	I	By spouse
Class B Common Stock, $0.01 par value per share	01/17/2024		D		240	D	$0⁽¹⁾	0	I	By spouse
Class A Common Stock, $0.01 par value per share	01/17/2024		D		7,344	D	$0⁽¹⁾	0	I	By Levan Children's Trust
Class A Common Stock, $0.01 par value per share	01/17/2024		D		78,700	D	$0⁽¹⁾	0	I	By Susie and Alan B. Levan Family Foundation, Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On January 17, 2024, Hilton Grand Vacations Inc. ("HGV") acquired Bluegreen Vacations Holding Corporation (the "Issuer") pursuant to that certain Agreement and Plan of Merger, dated as of November 5, 2023 (the "Merger Agreement"), by and among the Issuer, HGV and Heat Merger Sub, Inc., an indirect wholly-owned subsidiary of HGV ("Merger Sub"). In accordance with the Merger Agreement, at the effective time of the merger, (a) Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming an indirect wholly-owned subsidiary of HGV, and (b) each issued and outstanding share of Class A Common Stock and Class B Common Stock of the Issuer, including each share subject to an outstanding restricted stock award, was canceled and converted into the right to receive $75.00 per share in cash, without interest and less any applicable holding taxes.

	/s/ Alan B. Levan	01/17/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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