SEC FORM 4

SEC Form 4

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^*

ABDO JOHN E

(Last)

(First)

(Middle)

401 EAST LAS OLAS BOULEVARD

SUITE 800

(Street)

FORT LAUDERDALE

33301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BFC FINANCIAL CORP [ BFCF/BFCFB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 per share								2,136,481⁽¹⁾	D
Class A Common Stock, par value $0.01 per share	06/03/2014		M		187,380	A	$0.41	3,834,121⁽¹⁾	I	By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee
Class A Common Stock, par value $0.01 per share	06/03/2014		F		135,880⁽²⁾	D	$3.86	3,698,241⁽¹⁾	I	By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee
Class B Common Stock, par value $0.01 per share	06/03/2014		M		93,750	A	$0.41	3,273,797⁽¹⁾	I	By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Stock Option	$0.41	06/03/2014		M			187,380	⁽³⁾	09/21/2014	Class A Common Stock, par value $0.01 per share	187,380	$0	0	I	By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee
Class B Stock Option	$0.41	06/03/2014		M			93,750	07/28/2009	07/28/2014	Class B Common Stock, par value $0.01 per share	93,750	$0	0	I	By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee

Explanation of Responses:

1. Subject to certain exceptions, the shares of the issuer's Class B Common Stock beneficially owned by the reporting person 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.

2. Represents shares withheld by the issuer from the shares that otherwise would have been issuable to the reporting person in connection with his exercise of the stock options reported herein as payment of the exercise price of such options and in satisfaction of the issuer's tax withholding obligation relating to the exercise of such options. 90,160 shares and 45,720 shares were withheld with respect to the exercise of the Class A Stock Option and Class B Stock Option, respectively.

3. Options vested in four equal annual installments beginning on September 21, 2010.

Remarks:

	/s/ John K. Grelle, Executive Vice President and Chief Financial Officer, BFC Financial Corporation, Attorney-in-Fact for John E. Abdo	06/05/2014
	** 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).
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