0000315858-16-000156.txt : 20161222 0000315858-16-000156.hdr.sgml : 20161222 20161222111240 ACCESSION NUMBER: 0000315858-16-000156 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161215 FILED AS OF DATE: 20161222 DATE AS OF CHANGE: 20161222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BFC FINANCIAL CORP CENTRAL INDEX KEY: 0000315858 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 592022148 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 EAST LAS OLAS BLVD STREET 2: SUITE 800 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 954-940-4900 MAIL ADDRESS: STREET 1: P.O. BOX 39000 CITY: FORT LAUDERDALE STATE: FL ZIP: 33303 FORMER COMPANY: FORMER CONFORMED NAME: BANKATLANTIC FINANCIAL CORP DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: IRE FINANCIAL CORP DATE OF NAME CHANGE: 19880401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINNINGHAM CHARLIE C II CENTRAL INDEX KEY: 0001199946 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09071 FILM NUMBER: 162065504 MAIL ADDRESS: STREET 1: P. O. BOX 39001 CITY: FT LAUDERDALE STATE: FL ZIP: 33303 3 1 certent-form3.xml PRIMARY DOCUMENT X0206 3 2016-12-15 0 0000315858 BFC FINANCIAL CORP BFCF/BFCFB 0001199946 WINNINGHAM CHARLIE C II 401 E LAS OLAS BLVD STE 800 FT LAUDERDALE FL 33301 1 0 0 0 Class A Common Stock, par value $0.01 per share 16292 D Class B Common Stock, par value $0.01 per share 0 D Class A Stock Option 43.43 2007-06-04 2017-06-04 Class A Common Stock, par value $0.01 per share 4185 D Class A Stock Option 8.98 2008-06-02 2018-06-02 Class a Common Stock, par value $0.01 per share 13673 D This reporting person acquired these securities on December 15, 2016 as consideration for the reporting person's Class A Common Stock of BBX Capital Corporation, which the issuer acquired by merger on December 15, 2016. Represents options received in the merger in connection with BFC's assumption in the merger of the reporting person's options to purchase an aggregate of 775 shares of BBX Capital's Class A Common Stock at an exercise price of $234.50 per share. Represents options received in the merger in connection with BFC's assumption in the merger of the reporting person's option to purchase an aggregate of 2,532 shares of BBX Capital's Class A Common Stock at an exercise price of $48.50 per share. Exhibit List: Exhibit 24 - Limited Power of Attorney /s/ Raymond S. Lopez, Chief Financial Officer, BFC Financial Corporation, Attorney-in-Fact for Charlie C. Winningham, II 2016-12-22 EX-24 2 winninghampoabfc2016.txt EX 24 - LIMITED POA Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints the Chief Financial Officer and the President of BFC Financial Corporation, a Florida corporation (BFC), each acting individually, as the undersigneds true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any amendments thereto) with respect to the securities of BFC with the United States Securities and Exchange Commission and any and all other national securities exchanges as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as the same may be amended from time to time (the Exchange Act); (2) seek or obtain, as the undersigneds representative and on the undersigneds behalf, information on transactions in BFC securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither BFC nor any of such attorneys-in-fact assumes: (i) any liability for the undersigneds responsibility to comply with the requirements of the Exchange Act; (ii) any liability of the undersigned for any failure to comply with such requirements; or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each and all of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each and all such attorneys-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 19th day of December 2016. /s/ CARLIE C. WINNINGHAM, II Charlie C. Winningham, II