8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2021

BLUEGREEN VACATIONS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Florida	001-09071	59-2022148
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4960 Confrence Way North, Suite 100, Boca Raton, Florida	33301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 954-912-8000

Not applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $.01 par value	BVH	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]

Item 8.01 Other Events

As previously disclosed, Bluegreen Vacations Holding Corporation (“BVH”), which currently beneficially owns approximately 93% of the outstanding shares of common stock of Bluegreen Vacations Corporation (“Bluegreen”), intends to acquire all of the approximately 7% of Bluegreen’s outstanding common stock that BVH does not already beneficially own pursuant to a statutory short-former merger under Florida law (the “Merger”). In connection with the Merger, each share of Bluegreen’s common stock outstanding at the effective time of the Merger, other than shares beneficially owned by BVH, will be converted into the right to receive 0.51 shares of BVH’s Class A Common Stock. BVH is filing this Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement (as defined below), solely for the purpose of filing the form of letter of transmittal to be used in connection with the exchange of shares in the Merger. The form of letter of transmittal is filed as Exhibit 99.1 hereto.

BVH currently anticipates that the short form merger will be consummated on Wednesday, May 5, 2021. There is no assurance that the Merger will be consummated on the anticipated date or at all. BVH, in the sole discretion of its Board of Directors, may terminate the Merger at any time before it becomes effective, including in the event of pending or threatened litigation relating to the Merger.

Item 9.01.    Financial Statements and Exhibits.

d) Exhibit.

99.1 - Form of Letter of Transmittal

Additional Information and Where You Can Find It

On April 19, 2021, BVH filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which includes a prospectus of BVH (which is preliminary and subject to completion), to register the shares of its Class A Common Stock issuable to Bluegreen’s shareholders in connection with the Merger described in this press release. The Registration Statement has not yet been declared effective. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BVH, BLUEGREEN, THE CONTEMPLATED MERGER AND RELATED MATTERS. Investors and shareholders can obtain free copies of the prospectus which forms a part of the Registration Statement and other documents filed with the SEC by the companies through the SEC’s website at www.sec.gov. In addition, the Registration Statement, including the prospectus that forms a part thereof, and other documents filed by BVH with the SEC may be obtained free of charge in the Investor Relations section of BVH’s website at www.bvhcorp.com, and the documents filed by Bluegreen with the SEC may be obtained free of charge in the Investor Relations section of Bluegreen’s website at www.bluegreenvacations.com.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction pursuant to or in connection with the contemplated Merger or otherwise, nor shall there be any sale or issuance of securities in any jurisdiction where it would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
‎

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 3, 2021	Bluegreen Vacations Holding Corporation
	By:	/s/ Raymond S. Lopez
		Raymond S. Lopez
		Chief Financial Officer

2

EX-99.1

A ST

877-248 6417 (toll free) or 718 921-8317

"vAom,astfinancial.com info@astfinancial.oom"

Cusip

Company No.   Job No.       Account No.

LETTER OF TRANSM TTAL FOR

WHERE TO FORWARD YOUR TRANSMITTAL

"The method of delivery of oertificate(s) and allother requ'red documents is at the election and risk of the owner. If you elect to send them by mail,iiis recommended that you send them   by certified or registered mailwith return reoeiplrequested.Delivery wiIbe deemed effective and risk of loss and tit e will pass from the owner onlywhen receivedby the Exchange Agent"

"By hand. express mail.cou rier. AmericanStock Transfer & Trust Company,LLC"

or other expedited seryjce·        Operations Center.Attn:Reorganization Department

"620115°Avenue,Brooklyn.New York 11219"

"By mail : American Stock Transfer & Trust Company,LLC Operations Center,Attn: Reorganization Department"

P.O. Box 2042. New York. New Yor1< 10272•2042

0ACCOUNT REGISTRATION:

f}   CERTIFICATEINFORMATION:

CriicaleNo(s).                                                       Nwnberof Shares

_J

C)Certificated Shares:"NOTE:

PLEASE REFER TO THE BACK OF THIS FORM FOR ADDITION AL ii-

IMPORTANT INFORMATION AND INSTRUCTIONS ON COMPLETING I

THIS LETTER OF TRANSMITTAL"

Book-Entry Shares:

Plan Shares:

TotalShares:

You must submit your originalcertificates with this

TOTALCERTIFICATED SHARES

-----------

---1

"c:e:.r:.t:::f,i:ca:.t:e::d::_S:  h:a:res :P_:re•ente:d:_-==========...j"

your certificates.please see Instruction @ on the k============== ::!..':               =======:!

back of this form. You do not nood to sign tho back of                                                 SUBST TUTE FORM

"the certif cates, Shares heldin Book-entry and Plan form   •                  REQUEST FOR TAXPAYER IDENTIA CATION NUMBER AND CERTIFICATION     are un-cerlificated and need not  be submitted  (although"

:::::;1

Check the appropriate box:

D Individual/Sole Proprietor                             D C Corporation

D S Corporat on                                             D Partnership

Limited Liability Company:                                    Trust/Estate

En;er lhelQX classiflc tlon (C • C C01poracon.

S = SCorpon1ion.P =Partnership}

"0 THIS LETTER OF TR ANSM TTAL

MUST BE    S GNED BY ALL REG I STERED OWNERS

Each reg stered oi.vner must sign here exactly as the name(s) appear(s) in the account registration. If all registered owners have signed this Letter of Transmittal, no endorsements of certificates or separate stock pov1ers  are required,

If signatureis by a trustee,executor, administrator. guardian,attomey-in-fact, officer of a corporation or other actingin a fiduc ary or representative capac ty, it must be so indicated and proper evidence of authority

satjsfactory to AST 01ust be submjtted

THE UNDERSIGNED REPRESENTS THAT I (WE) HAVE FULL AUTHORITY TO SURRENDER WITHOUT RESTRICTION THE CERTIFICATE(S) ENCLOSED HEREIN.

S    GNATURE:---------­

S GN.ATURE: ----------­ DATE:                                                   "

Exempt Payee

Exempt Payee codeor Exemption                                  from FATCA reportingcode (it any):

xpayer dentification Number (TIN)

------------

Enter your TINin the box. The TIN provided must match your name to avoid backup wtthholding. For Individuals. this is your SocialSecurity Number.

I    I    I    I    I    I    I    I    I    I

Certification

"Under penalties of perjury, I certity that: (1) the number shown on this form is my correct U.S. Taxpayer ldenmication Number; (2) I am a U,S, cit zen;and (3) I am nolsubject to withholding because:(a) Iam exempt from backup withholding,(b) Ihave not been notified by the IRS that Iam subject to backup withholding as a result of failure to report all interest or dividends,or (c) the IRS notified me that Iam not subject to withholding; and (4) The FATCA oode(s) entered on this form (it any) indicating that Iamexempt from FATCA reporting is correct,"

Telephone number (requlf't:d):---------

Emall addr@ss:-------------

SIGNATUR E:

DATE:               _

",1•_'i.,,.i·.,.unuun;1;: u (lt fru R1;1e; fq!U lr.rrr1e1d1)11 pu11r! l ffffJ!!!ll!,.==-="

"h j n v; ;tr!a! s us! t::U- t·isFtl e            j ;ltr :;,r:I"

Taxpayer Identification Number (TIN) of the first O\vner named on the account.  If you are not a U.S.citizen or do not have a Social Security Number.please use the appropriate Form w-a.To obtain the appropriate

"Himmmmmmmmmm1111mm11mm1mmmm111111111111111111111111111111111111r f .    F_o_rm_w_-_a_P_l_•_•_•_•_is_1_11_h_e_1R_s__w_e_b_s_11_e _a_1h_t_1p_:_l1_P_P_•._ir_s_.g_o_•_•_P_p_1p_c_k_11_s_t11_1s_v_1o_rms_P_u_b_l1c_•_t_1o_ns__h_tm_1._,"

INSTRUCTI ONS FOR COMPLETI NG THE LETTER OF TRANSMITTAL

"0 THIS SECTION CONTA INS YOUR CURRENT NAME AND ADDRESS AS THEY ARE REFLECTED ON OUR RECORDS. IF YOU NOW RESIDE AT A DIFFERENT ADDRESS. PLEASE FILL OUT BOX 7,AND CHECK OFF THE BOX INDICATING A PERMANENT ADDR ESS CHANGE, NO MEDALLION GUARA NTEE W I LL BE REQUI RED.EQB.AN ADDRESS CHANGE"

@ THIS SECTION INDICATES THE CERTIFICATE NUMBERS AND RESPECTIVE AMOUNT OF SHARES AS THEY ABE REFLECTED ON OUR RECORDS.

"IF THE CERTIFICATES IN YOUR POSSESSION HAVE DIFFERENT CERTIFICATE NUMBERS, PLEASE CONTACT OUR SHAREHOLDER SERVICES UNIT AT 718-921 8317 OR TOLL-FREE AT 877-248-6417 TO CONFIRM THE LEGITIMACY OF YOUR CERTIFICATES PRIOR TO REMITTING THETRANSMITTA L MATERIA L. IF YOU ARE NOT IN POSSESSION OF SOME OB A LL OF YOUR STOCK CERTIFICATES,YOU MUST WRITE TO AST AT THE ADDR ESS ON THE REVERSE SIDE OR REPORT THE LOSS BY ACCESSING YOUR ACCOUNT AT HTTP://WWW.A STFINANCIA L.COM. YOU WILL BE REQUIRED       TO SUBMIT THE NECESSARY FORMS AND A CHECK FOR THE POSTING OF A SURETY BONO, THE DETAILS OF WHICH WILL BE PROVIDED BY AST. PLEASE NOTE THAT THIS FORM STILL MUST BE COMPLETED AND REMITTED ALONG WITH YOUR REPLACEMENT FORMS,BOND FEE, ANO ANY ADDITIONAL CERTIFICATES THAT MAY BE IN YOUR POSSESSION."

@ THIS SECTION SHOWS THETOTALAMOUNT OF SHAR ES OWNED BY YOU.

"0 CERTIFICATION OF YOUR TAX ID NUMBER IS REQUIRED IN ORDER TO PREVENT WITHHOLDING FROM YOUR ENTITLEMENT PROCEEDS. YOU MUST FILL OUT,SIGN,AND DATE THIS SUBSTITUTE FORM W-9 (QR SUBMIT A FORM W, AS APPLICABLE), OTHERWISE YOUR TRANSMITTAL       AND ACCOMPANYING DOCUMENTS WILL BE REJECTED AND SENT BACK TO YOU,TO OBTAIN THE APPROPRIATE FORM W·B, PLEASE VISIT THE"

IRS' WEBSITE AT http://apps. irs.govlapplpicklistllistlforms Publications.html.

"0 THIS SECTION MUST BE SIGNED AND DATED BY ALL REGISTERED OWNERS, OTHERWISE YOUR TRANSMITTAL AND ACCOMPANYI NG DOCUMENTS WILL BE REJECTED AND SENT BACK TO YOU,"

@ THIS SECTION SHOULD BE COMPL.ETED ANO SIGNED IF YOU WANT YOUR ENTITLEMENT TO BE ISSUED IN ANOTHER NAME. A MEDALLION

"SIGNATURE GUARANTEE WILL BE REQUIRED (I.E. SIGNATURE IS GUARANTEED BY A BANK. BROKER OR OTHER FINANCIAL INSTITUTION THAT IS       A MEMBER OFA SECURITIES TRANSFER ASSOCIATION-A PPROVED MEDALLION PROGRAM SUCH AS STAMP,SEMP OR MSP)."

@ THIS SECTION SHOULD BE COMPLETED AND SIGNED IF YOU WANT YOUR ENTITLEMENT TO BE MAILED TO AN ALTERNATE ADDRESS THAT IS

"DIFFERENT THAN YOUR ADDR ESS IN THE ""ACCOUNT REGISTRATION"" SECTION AND THIS IS NOT A PERMANENT ADDRESS CHANGE, A MEDALLION SIGNATURE GUARANTEE WILL BE REQUIRED (I.E. SIGNATURE IS GUARANTEED BY A BANK. BROKER OR OTHER FINA NCIAL INSTITUTIONTHAT IS A MEMBER OFA SECURITIES TRANSFER ASSOC IATION-APPROVED MEDALLION PROGRAM SUCHAS STAMP,SEMP OR MSP)."

"SPECIALISSUANCE/PAYMENTINSTRUCTIONS

To be completed ONLY if issuance/paymentis to be made in a name other than that shown in the ""Account Registration• section on the reverse side of this form. pl ease n ote  an appropriate Form W-9 or  Form W-8 as applicable must also be completed tor the oerson recejying the

j5 s11ance1.payment   You may obtain such tonns by contacting AST at the number listed on the reverse side or by accessing www.irs.gov,

If you have completed this section, your signature on the face of this Letter of Transmittal must be guaranteed by a bank, broker or other financial institution that is a member of a Securities Transfer Association-approved medallion program such as STAMP. SEMP or MSP.

I SSUE TO· NAME:

Address;

SOCIAL SECURITY OR TAX PAYER ID NUMBER OF RECIPIENT:

I   I I   I I   I   I I   I I"

"SPECIAL  DELIVERYINSTRUCTIONS

To be complete<l ONLYif delivery is to be made to someone other than the registered holder(s}, or to such registered holder(s) at an address other thanthat shown above.

If you have completed this section, your signature on the face of this Letter of Transmittal must be guaranteed by a bank. broker or other linancialinstitutio n that  is a member of  a Securities Transfer Associat on-approved medallion program such as STAMP, SEMP or

MSP. MAIL TO: NAME:

Address: -------------------

D PLEASECHECK THIS BOX IF THIS IS A PERMANENT CHANGEOF A DDRESS

(SEE INSTRUCTION 1)"

"All questions as to the valdity, form and eligibility of any surrender of certificates will be determined by AST or theissuer and such determination"

"shall be final and binding. AST or the issuer reserves the right to waive any irregularities or defects in the surrender of any certificates. A surrender will not be deemed to have been made unt l all irregularities have been cured or waived,"

"If your certificates are registered in different names,a separate Letter of Transmittal must be submitted for each registration.  Additional Letters"

"of Transmittal can be obtained by accessing https://www.astfinancial com/knowledge-center/forms or by contacting American Stock Transler & Trust Company, LLC at the numbers listed above."

"If payment for securit es is to be made to any person other than the registered holder, or if surrendered certificates are registered in the name of any person other than the person(s) signing the Letter of Transmittal. any stock transfer taxes payable as a result of fhe transfer to such person (whetherimposed on fhe registered holder or such person} shall be paid prior to the submission of this Letter of Transmittal. AST reserves the right to deduct the amount of such taxes from the payment, if satisfactory evidence of the payment of such taxes, or exemption therefrom,is not submitted,"

"If the Letter of Transmittal is signed by a person other than the registered owner (e.g., where the shares have been assigned), the Letter of Transmittalmust be accompanied by a stock power guaranteed by a bank, broker or other financial institut on that is a member of a Securities Transfer Assoc iat on-approved medallion program such as STAMP, SEMP or MSP."

XML

Document And Entity Information	May 03, 2021
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 03, 2021
Entity Registrant Name	BLUEGREEN VACATIONS HOLDING CORPORATION
Entity Incorporation, State or Country Code	FL
Entity File Number	001-09071
Entity Tax Identification Number	59-2022148
Entity Address, Address Line One	4960 Confrence Way North
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	954
Local Phone Number	912-8000
Title of 12(b) Security	Class A Common Stock, $.01 par value
Trading Symbol	BVH
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000315858
Amendment Flag	false