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^*

GARVEY THOMAS W

(Last)

(First)

(Middle)

TBC CORPORATION

7111 FAIRWAY DRIVE, SUITE 201

(Street)

PALM BEACH GARDENS

33418

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TBC CORP [ TBCC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2005

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)
Common Stock	11/11/2005		M		35,000	A	$5.625	50,000	D
Common Stock	11/11/2005		M		11,851	A	$8.7	61,851	D
Common Stock	11/11/2005		M		7,662	A	$13.05	69,513	D
Common Stock	11/11/2005		F		11,462	D	$34.89	58,051	D

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)
Employee Stock Option (right to buy)	$5.625	11/11/2005		M			35,000	⁽¹⁾	01/21/2011	Common Stock	35,000	$0.00	0	D
Employee Stock Option (right to buy)	$8.7	11/11/2005		M			11,851	⁽²⁾	06/26/2011	Common Stock	11,851	$0.00	0	D
Employee Stock Option (right to buy)	$13.05	11/11/2005		M			7,662	⁽³⁾	01/05/2012	Common Stock	7,662	$0.00	21,648	D
Employee Stock Option (right to buy)	$34.89	11/11/2005		A		5,642		⁽⁴⁾	01/21/2011	Common Stock	5,642	$0.00	5,642	D
Employee Stock Option (right to buy)	$34.89	11/11/2005		A		2,955		⁽⁴⁾	06/26/2011	Common Stock	2,955	$0.00	2,955	D
Employee Stock Option (right to buy)	$34.89	11/11/2005		A		2,865		⁽⁴⁾	01/05/2012	Common Stock	2,865	$0.00	2,865	D

Explanation of Responses:

1. The option vested as to 11,667 of the shares covered thereby on 01/22/2002 and as to another 11,667 of the shares covered thereby on 01/22/2003 and as to the remaining 11,666 shares covered thereby on 01/22/2004.

2. The option vested as to 3,950 of the shares covered thereby on 06/27/2002 and as to another 3,950 of the shares covered thereby on 06/27/2003 and as to the remaining 3,951 shares covered thereby on 06/27/2004.

3. The option vested in three equal annual installments beginning on 01/06/2003.

4. The option vests in full on 11/11/2006.

Remarks:

	/s/ Thomas W. Garvey	11/15/2005
	** 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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