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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BFC FINANCIAL CORP [ BFCF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/21/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock, par value $0.01 per share | 09/21/2009 | J(1) | 68,412(2) | A | (2) | 68,412(3) | D | |||
Class A Common Stock, par value $0.01 per share | 09/21/2009 | J(1) | 382(2) | A | (2) | 1,299,130(3) | I | By Levan Enterprises, Ltd. | ||
Class A Common Stock, par value $0.01 per share | 4,662,929(3) | I | By I.R.E. Properties, Inc. | |||||||
Class A Common Stock, par value $0.01 per share | 1,270,294(3) | I | By Florida Partners Corporation | |||||||
Class A Common Stock, par value $0.01 per share | 11,440(3) | I | Owned by spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Stock Option | $0.41 | 09/21/2009 | A | 210,579 | 02/07/2008 | 02/07/2013 | Class B Common Stock, par value $0.01 per share | 210,579 | (4) | 210,579 | D | ||||
Class B Stock Option | $1.84 | 09/21/2009 | D | 210,579 | 02/07/2008 | 02/07/2013 | Class B Common Stock, par value $0.01 per share | 210,579 | (4) | 0 | D | ||||
Class B Stock Option | $0.41 | 09/21/2009 | A | 93,750 | 07/28/2009 | 07/28/2014 | Class B Common Stock, par value $0.01 per share | 93,750 | (4) | 93,750 | D | ||||
Class B Stock Option | $8.4 | 09/21/2009 | D | 93,750 | 07/28/2009 | 07/28/2014 | Class B Common Stock, par value $0.01 per share | 93,750 | (4) | 0 | D | ||||
Class A Stock Option | $0.41 | 09/21/2009 | A | 75,000 | 07/11/2010 | 07/11/2015 | Class A Common Stock, par value $0.01 per share | 75,000 | (4) | 75,000 | D | ||||
Class A Stock Option | $8.92 | 09/21/2009 | D | 75,000 | 07/11/2010 | 07/11/2015 | Class A Common Stock, par value $0.01 per share | 75,000 | (4) | 0 | D | ||||
Class A Stock Option | $0.41 | 09/21/2009 | A | 75,000 | 06/05/2011 | 06/05/2016 | Class A Common Stock, par value $0.01 per share | 75,000 | (4) | 75,000 | D | ||||
Class A Stock Option | $6.36 | 09/21/2009 | D | 75,000 | 06/05/2011 | 06/05/2016 | Class A Common Stock, par value $0.01 per share | 75,000 | (4) | 0 | D | ||||
Class A Stock Option | $0.41 | 09/21/2009 | A | 75,000 | 06/04/2012 | 06/04/2017 | Class A Common Stock, par value $0.01 per share | 75,000 | (4) | 75,000 | D | ||||
Class A Stock Option | $4.44 | 09/21/2009 | D | 75,000 | 06/04/2012 | 06/04/2017 | Class A Common Stock, par value $0.01 per share | 75,000 | (4) | 0 | D | ||||
Class A Stock Option | $0.41 | 09/21/2009 | A | 152,680 | (5) | 09/21/2014 | Class A Common Stock, par value $0.01 per share | 152,680 | $0 | 152,680 | D |
Explanation of Responses: |
1. On September 21, 2009, Woodbridge Holdings Corporation ("Woodbridge") was merged with and into a wholly-owned subsidiary of the issuer. In connection with the merger, each oustanding share of Woodbridge's Class A Common Stock (other than shares owned by the issuer) was converted into the right to receive 3.47 shares of the issuer's Class A Common Stock. Prior to the merger, the issuer owned shares of Woodbridge's Class A Common Stock and Class B Common Stock representing approximately 24% of Woodbridge's total common equity and 59% of Woodbridge's total voting power. |
2. Received in connection with the merger in exchange for an aggregate of 19,825 shares of Woodbridge's Class A Common Stock. On the effective date of the merger, the closing price of Woodbridge's Class A Common Stock, as quoted on the Pink Sheets Electronic Quotation System, was $1.40 per share, and the closing price of the issuer's Class A Common Stock, as quoted on the Pink Sheets Electronic Quotation System, was $0.41per share. |
3. The reporting person may also be deemed to beneficially own the following number of shares of the issuer's Class B Common Stock which are convertible on a share-for-share basis into the issuer's Class A Common Stock at any time in the holder's discretion: 2,100,706 shares held directly; 146,865 shares held of record by Levan Enterprises, Ltd.; 561,017 shares held of record by I.R.E. Properties, Inc.; 133,314 shares held of record by Florida Partners Corporation; and 1,200 shares held of record by his wife. |
4. On September 21, 2009, the options previously granted to the reporting person on February 7, 2003, July 28, 2004, July 11, 2005, June 5, 2006, and June 4, 2007, respectively, were re-priced. These re-pricings are reported on this Form 4 as a cancellation of the original options and a grant of replacement options having the lower exercise prices set forth herein. |
5. The options will vest in four equal annual installments beginning on September 21, 2010. |
/s/ John K. Grelle, Executive Vice President and Chief Financial Officer, BFC Financial Corporation, Attorney-in-Fact for Alan B. Levan | 09/23/2009 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |