Edgar Filing: BBX CAPITAL CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BFC FINANCIAL CORP

2. Issuer Name and Ticker or Trading Symbol
BBX CAPITAL CORP [BBX]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

401 EAST LAS OLAS BOULEVARD, SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016

(Street)

FORT LAUDERDALE, FL 33301

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	09/30/2016		P		223,598 ⁽¹⁾	A	⁽²⁾	13,349,952 ⁽³⁾	D
Class A Common Stock, par value $0.01 per share	10/01/2016		P		19,963 ⁽⁶⁾	A	⁽²⁾	13,369,915 ⁽³⁾	D
Class A Common Stock, par value $0.01 per share	10/02/2016		P		19,963 ⁽⁷⁾	A	⁽²⁾	13,389,878 ⁽³⁾	D
Class A Common Stock, par value $0.01 per share	10/03/2016		P		9,981 ⁽⁸⁾	A	⁽²⁾	13,399,859 ⁽³⁾	D
Class A Common Stock, par value $0.01 per share	10/04/2016		P		9,981 ⁽⁹⁾	A	⁽²⁾	13,409,840 ⁽³⁾	D
Class A Common Stock, par value $0.01 per share								20	I	By Eden Services, Inc. ⁽⁴⁾
Class A Common Stock, par value $0.01 per share								22	I	By ODI Program Partnership, LLLP ⁽⁵⁾
Class B Common Stock, par value $0.01 per share								195,045 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BFC FINANCIAL CORP 401 EAST LAS OLAS BOULEVARD SUITE 800 FORT LAUDERDALE, FL 33301		X

Signatures

s/ Raymond S. Lopez, Chief Financial Officer, BFC Financial Corporation		10/04/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	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.
(3)	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.
(4)	Eden Services, Inc. is a direct wholly owned subsidiary of the reporting entity.
(5)	ODI Program GP Corporation, an indirect wholly owned subsidiary of the reporting entity, is the general partner of ODI Program Partnership, LLLP.
(6)	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.
(7)	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.
(8)	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.
(9)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.