0000921768-16-000124.txt : 20161004 0000921768-16-000124.hdr.sgml : 20161004 20161004190116 ACCESSION NUMBER: 0000921768-16-000124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20161004 DATE AS OF CHANGE: 20161004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BBX CAPITAL CORP CENTRAL INDEX KEY: 0000921768 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 650507804 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: 954-940-4000 MAIL ADDRESS: STREET 1: P. O. BOX 39001 CITY: FORT LAUDERDALE STATE: FL ZIP: 33303 FORMER COMPANY: FORMER CONFORMED NAME: BBX CAPITAL Corp DATE OF NAME CHANGE: 20120806 FORMER COMPANY: FORMER CONFORMED NAME: BANKATLANTIC BANCORP INC DATE OF NAME CHANGE: 19940418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BFC FINANCIAL CORP CENTRAL INDEX KEY: 0000315858 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13133 FILM NUMBER: 161920822 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 NAME: FORMER CONFORMED NAME: BANKATLANTIC FINANCIAL CORP DATE OF NAME CHANGE: 19920316 FORMER NAME: FORMER CONFORMED NAME: IRE FINANCIAL CORP DATE OF NAME CHANGE: 19880401 4 1 certent-form4.xml PRIMARY DOCUMENT X0306 4 2016-09-30 0000921768 BBX CAPITAL CORP BBX 0000315858 BFC FINANCIAL CORP 401 EAST LAS OLAS BOULEVARD SUITE 800 FORT LAUDERDALE FL 33301 0 0 1 0 Class A Common Stock, par value $0.01 per share 2016-09-30 4 P 0 223598 A 13349952 D Class A Common Stock, par value $0.01 per share 2016-10-01 4 P 0 19963 A 13369915 D Class A Common Stock, par value $0.01 per share 2016-10-02 4 P 0 19963 A 13389878 D Class A Common Stock, par value $0.01 per share 2016-10-03 4 P 0 9981 A 13399859 D Class A Common Stock, par value $0.01 per share 2016-10-04 4 P 0 9981 A 13409840 D Class A Common Stock, par value $0.01 per share 20 I By Eden Services, Inc. Class A Common Stock, par value $0.01 per share 22 I By ODI Program Partnership, LLLP Class B Common Stock, par value $0.01 per share 195045 D Represents shares acquired by BFC Financial Corporation in exchange for the issuance of 1,207,429 shares of BFC's Class B Common Stock to certain individuals in accordance with the Share Exchange Agreements dated September 4, 2015 between BFC and such individuals pursuant to which, in connection with any option exercised by BFC thereunder, BFC agreed to issue shares of its Class A or Class B Common Stock having a market value equal to the market value of the shares of the issuer's Class A Common Stock acquired by BFC upon the option exercise, subject to a maximum of 5.4 shares of BFC's Class A or Class B Common Stock for each share of the issuer's Class A Common Stock. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on September 30, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor. The closing price of the issuer's Class A Common Stock on September 29, 2016, September 30, 2016 and October 3, 2016 was $20.56, $20.63 and $20.62, respectively. The closing price of BFC's Class B Common Stock was $3.65 on each of September 29, 2016, September 30, 2016 and October 3, 2016. Based on such closing prices, BFC issued to certain individuals of the issuer 5.4 shares of its Class B Common Stock in exchange for each share of the issuer's Class A Common Stock received by BFC on September 30, 2016 through October 4, 2016. 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 reporting person's discretion. Eden Services, Inc. is a direct wholly owned subsidiary of the reporting entity. ODI Program GP Corporation, an indirect wholly owned subsidiary of the reporting entity, is the general partner of ODI Program Partnership, LLLP. Represents shares acquired by BFC in exchange for BFC's issuance of 107,800 shares of BFC's Class B Common Stock to an individual pursuant to the Share Exchange Agreement described above. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on October 1, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor. Represents shares acquired by BFC in exchange for BFC's issuance of 107,800 shares of BFC's Class B Common Stock to an individual pursuant to the Share Exchange Agreement described above. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on October 2, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor. Represents shares acquired by BFC in exchange for BFC's issuance of 53,897 shares of BFC's Class B Common Stock to an individual pursuant to the Share Exchange Agreement described above. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on October 3, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor. Represents shares acquired by BFC in exchange for BFC's issuance of 53,897 shares of BFC's Class B Common Stock to an individual pursuant to the Share Exchange Agreement described above. BFC's board of directors approved the exercise of BFC's option with respect to the shares of the issuer's Class A Common Stock subject to restricted stock units which vested on October 4, 2016 and the issuance of shares of BFC's Class B Common Stock in exchange therefor. s/ Raymond S. Lopez, Chief Financial Officer, BFC Financial Corporation 2016-10-04