0000315858-16-000112.txt : 20161004 0000315858-16-000112.hdr.sgml : 20161004 20161004191141 ACCESSION NUMBER: 0000315858-16-000112 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: 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: ABDO JOHN E CENTRAL INDEX KEY: 0001199936 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09071 FILM NUMBER: 161920850 MAIL ADDRESS: STREET 1: P. O. BOX 39000 CITY: FT LAUDERDALE STATE: FL ZIP: 33303 4 1 certent-form4.xml PRIMARY DOCUMENT X0306 4 2016-09-30 0000315858 BFC FINANCIAL CORP BFCF/BFCFB 0001199936 ABDO JOHN E 401 EAST LAS OLAS BOULEVARD SUITE 800 FORT LAUDERDALE FL 33301 1 1 1 0 Vice Chairman Class A Common Stock, par value $0.01 per share 2016-09-30 4 F 0 296743 3.85 D 297408 D Class B Common Stock, par value $0.01 per share 2016-09-30 4 P 0 398752 A 4593643 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 2016-10-02 4 F 0 81579 3.65 D 1098867 D Class B Common Stock, par value $0.01 per share 2016-10-02 4 P 0 107800 A 4814330 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 3669308 I By John E. Abdo Trust under Trust Agreement dated 3/15/76, John E. Abdo, Trustee Represents shares surrendered to the issuer to satisfy the issuer's tax withholding obligation relating to the vesting on September 30, 2016 of certain previously reported restricted stock awards granted to the reporting person. These shares have been cancelled and retired by the issuer. Represents the closing price of the issuer's Class A Common Stock on September 29, 2016. On September 30, 2016, the reporting person transferred 166,282 shares of the issuer's Class A Common Stock from his direct holdings to his indirect holdings through the trust. These share amounts reflect that transfer. 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. Represents shares received in exchange for 73,843 shares of Class A Common Stock of BBX Capital Corporation in accordance with the Share Exchange Agreement dated September 4, 2015 between the parties pursuant to which, in connection with any option exercised by the issuer thereunder, the reporting person is entitled to receive shares of the issuer's Class A or Class B Common Stock having a market value equal to the market value of the shares of BBX Capital's Class A Common Stock acquired by the issuer upon the option exercise, subject to a maximum of 5.4 shares of the issuer's Class A or Class B Common Stock for each share of BBX Capital's Class A Common Stock. The issuer's board of directors approved the exercise of the issuer's option with respect to the shares of BBX Capital's Class A Common Stock subject to restricted stock units which vested on September 30, 2016 and the issuance of shares of the issuer's Class B Common Stock in exchange therefor. The closing price of the issuer's Class B Common Stock was $3.65 on each of September 29, 2016 and September 30, 2016. The closing price of BBX Capital's Class A Common Stock on September 29, 2016 and September 30, 2016 was $20.56 and $20.63, respectively. Based on such closing prices, the issuer issued to the reporting person 5.4 shares of the issuer's Class B Common Stock in exchange for each share of BBX Capital's Class A Common Stock received by the issuer on September 30, 2016 and October 2, 2016. On September 30, 2016, the reporting person transferred 663,359 shares of the issuer's Class B Common Stock from his direct holdings to his indirect holdings through the trust. These share amounts reflect that transfer. Represents shares surrendered to the issuer to satisfy the issuer's tax withholding obligation relating to the vesting on October 2, 2016 of certain previously reported restricted stock awards granted to the reporting person. These shares have been cancelled and retired by the issuer. Represents the closing price of the issuer's Class B Common Stock on September 30, 2016, the last trading day prior to October 2, 2016. On October 2, 2016, the reporting person transferred 112,887 shares of the issuer's Class B Common Stock from his direct holdings to his indirect holdings through the trust. These share amounts reflect that transfer. Represents shares received in exchange for 19,963 shares of BBX Capital's Class A Common Stock pursuant to the Share Exchange Agreement described above. The issuer's board of directors approved the exercise of the issuer's option with respect to the shares of BBX Capital's Class A Common Stock subject to restricted stock units which vested on October 2, 2016 and the issuance of shares of the issuer's Class B Common Stock in exchange therefor. /s/ Raymond S. Lopez, Chief Financial Officer, BFC Financial Corporation, Attorney-in-Fact for John E. Abdo 2016-10-04