FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/05/2021 |
3. Issuer Name and Ticker or Trading Symbol
Bluegreen Vacations Holding Corp [ BVH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock, par value $0.01 per share | 201,270(1)(2) | D | |
Class B Common Stock, par value $0.01 per share | 335,158(2) | D | |
Class A Common Stock, par value $0.01 per share | 14 | I | By IRA |
Class B Common Stock, par value $0.01 per share | 50(2) | I | By Spouse's IRA |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The reporting person was appointed to the issuer's BOD, effective May 5, 2021, in connection with the issuer's acquisition of all of the approximately 7% of the outstanding shares of common stock of Bluegreen Vacations Corporation ("Bluegreen") not already beneficially owned by the issuer pursuant to a statutory, short-form merger under Florida law. In connection with the merger, each share of Bluegreen's common stock outstanding (other than shares beneficially owned by the issuer) was converted into the right to receive 0.51 shares of the issuer's Class A Common Stock. This share amount includes 3,825 shares of the issuer's Class A Common Stock received by the reporting person in the merger in exchange for the 7,500 shares of Bluegreen's common stock. The reporting person was previously an EVP & director of the issuer until the completion of the issuer's spin-off of BBX Capital, Inc.("BBX Capital") on September 30, 2020, at which time he resigned from his positions with the issuer. |
2. Shares 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 holder's discretion. |
Remarks: |
Exhibit 24 - Limited Power of Attorney |
/s/ Adrienne Kelley, Vice President Attorney-in-fact | 05/06/2021 | |
** 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 5 (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. |