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OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response………11
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Levitt
Corporation (LEV)
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(Name
of Issuer)
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Class
A Common Stock, par value $0.01 per share
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(Title
of Class of Securities)
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52742P108
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(CUSIP
Number)
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Alan
Fournier
c/o
Pennant Capital Management, LLC
26
Main Street, Suite 203
Chatham,
NJ 07928
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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October
9, 2007
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(Date
of Event Which Requires Filing of this
Statement)
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If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition that is the subject of this Schedule 13D,
and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
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Note: Schedules
filed in paper format shall include a signed original and five copies
of
the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
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* The
remainder of this cover page shall be filled out for a reporting
person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not
be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of
that section of the Act but shall be subject to all other provisions
of
the Act (however, see the Notes).
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CUSIP
No.
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52742P108
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Pennant
Capital Management, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[X]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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8.
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SHARED
VOTING POWER
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18,948,677
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9.
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SOLE
DISPOSITIVE POWER
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10.
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SHARED
DISPOSITIVE POWER
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[_]
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18,948,677
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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18,948,677
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.91%
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14.
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TYPE
OF REPORTING PERSON
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IA,
OO
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CUSIP
No.
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52742P108
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Alan
Fournier
c/o
Pennant Capital Management, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[X]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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8.
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SHARED
VOTING POWER
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18,948,677
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9.
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SOLE
DISPOSITIVE POWER
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10.
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SHARED
DISPOSITIVE POWER
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[_]
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18,948,677
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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18,948,677
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.91%
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14.
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TYPE
OF REPORTING PERSON
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IN
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CUSIP
No.
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52742P108
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Item
1.
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Security
and Issuer.
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The
name of the issuer is Levitt Corporation, a Florida corporation (the
"Issuer"). The address of the Issuer's offices is 2200 W.
Cypress Creek Road, Fort Lauderdale, Florida 33309. This
schedule relates to the Issuer's Class A Common Stock, $0.01 par
value
(the "Shares")
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Item
2.
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Identity
and Background.
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(a-c,
f) This Schedule 13D is being filed by Pennant Capital
Management, LLC, a Delaware limited liability company (the “Pennant
Capital”), and Alan Fournier, a United States citizen (each a “Reporting
Person” and collectively the “Reporting Persons”). The
principal business address of the Reporting Persons is 26 Main
Street, Suite 203, Chatham, NJ 07928. Pennant Capital
serves as either the investment manager or the management company
to
Pennant Offshore Partners, Ltd., a Cayman Islands investment fund,
Pennant
Windward Fund, Ltd., a Cayman Islands investment fund, Pennant
Onshore Partners, LP, a Delaware investment fund, Pennant Onshore
Qualified, LP, a Delaware investment fund, Pennant Spinnaker Fund,
L.P., a
Delaware investment fund, and Pennant Windward Fund, L.P., a Delaware
investment fund (each a “Fund” and collectively the
“Funds”). Mr. Fournier serves as the managing member of Pennant
Capital and is primarily responsible for all investment decisions
regarding each Fund’s investment portfolio. The Shares reported
herein are held in the portfolios of the Funds
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(d)
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Alan
Fournier has not, during the last five years, been convicted in a
criminal
proceeding (excluding traffic violations or similar
misdemeanors)
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(e)
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None
of the Reporting Persons have, during the last five years, been a
party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject
to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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As
of the date hereof Pennant Capital Management, LLC may be deemed
to
beneficially own 18,948,677 Shares.
As
of the date hereof Alan Fournier may be deemed to beneficially own
18,948,677 Shares.
No
borrowed funds were used to purchase the Shares reported herein,
other
than any borrowed funds used for working capital purposes in the
ordinary
course of business.
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Item
4.
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Purpose
of Transaction.
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The
Reporting Persons have acquired their Shares of the Issuer
for investment. The
Reporting Persons evaluate their investment
in the Shares on a continual basis. The
Reporting Persons have no plans or proposals as of the date of
this filing which, other than
as expressly set
forth below, relate to, or would
result in, any of
the actions enumerated in Item 4 of
the instructions to Schedule 13D. The Reporting Persons reserve
the right to be in contact with members of the
Issuer's management, the members of
the Issuer's Board
of Directors, other significant shareholders and
others regarding alternatives that the Issuer could employ to
increase
shareholder value.
The
Reporting Persons reserve the right to effect transactions that
would
change the number of shares they may be deemed to beneficially
own.
The
Reporting Persons further reserve the right to act in concert
with any
other shareholders of the Issuer, or
other persons, for a common purpose should it
determine to do so, and/or
to recommend courses of action
to the Issuer's management, the
Issuer's Board of Directors, the
Issuer's shareholders and others.
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Item
5.
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Interest
in Securities of the Issuer.
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As
of the date hereof, the Reporting Persons may be deemed to beneficially
own 18,948,677 Shares, or 19.91% of
the Shares of the Issuer, based upon the 95,174,010 Shares outstanding
as
of October 1, 2007, according to a press release from the Issuer
and its
most recent Form 10-Q.
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Pennant
Capital Management, LLC shares the power to vote or direct the vote
of
18,948,677 Shares to which this filing relates.
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Pennant
Capital Management, LLC has the sole power to vote or direct the
vote of 0
Shares to which this filing relates.
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Pennant
Capital Management, LLC shares the power to dispose or direct the
disposition of the 18,948,677 Shares to which this filing
relates.
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Pennant
Capital Management, LLC has the sole power to dispose or direct the
disposition of 0 Shares to which this filing relates.
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Pennant
Capital Management, LLC specifically disclaims beneficial ownership
in the
Shares reported herein except to the extent of his pecuniary interest
therein.
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Alan
Fournier shares the power to vote or direct the vote of 18,948,677
Shares
to which this filing relates.
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Alan
Fournier has the sole power to vote or direct the vote of 0 Shares
to
which this filing relates.
Alan
Fournier shares the power to dispose or direct the disposition of
the
18,948,677 Shares to which this filing relates.
Alan
Fournier has the sole power to dispose or direct the disposition
of 0
Shares to which this filing relates.
Alan
Fournier specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest
therein.
Each
of the Reporting Persons has the right to receive and the power to
direct
the receipt of dividends from, or the proceeds from the sale of,
a portion
of the Shares reported herein.
The
trading dates, number of shares purchased and sold and price per
share for
all transactions in the Shares during the past 60 days by the Reporting
Persons on behalf of the Funds were all effected in broker transactions
as
set forth on Schedule B.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect
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to
Securities of the Issuer.
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The
Reporting Persons do not have any contract, arrangement, understanding
or
relationship with any person with respect to the Shares.
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Item
7.
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Material
to be Filed as Exhibits.
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Exhibit
A: Agreement between the Reporting Persons to file jointly
Exhibit
B: Schedule of Transactions in the Shares of the Issuer
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October 22, 2007
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(Date)
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PENNANT
CAPITAL MANAGEMENT, LLC*
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/s/
Alan
Fournier
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Name:
Alan Fournier
Title:
Managing Member
ALAN
FOURNIER*
/s/
Alan Fournier
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Alan
Fournier
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PENNANT
CAPITAL MANAGEMENT, LLC*
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/s/
Alan Fournier
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Name:
Alan Fournier
Title:
Managing
Member
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ALAN
FOURNIER*
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/s/
Alan Fournier
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Alan
Fournier
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Date
of
Transaction
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Number
of Shares
Purchased/(Sold)
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Price
of Shares
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8/29/07
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52,800
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2.07
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8/30/07
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20,100
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2.09
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10/5/07
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(258,282)
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3.43
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10/8/07
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(7,700)
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3.42
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10/10/07
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19,647,120
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2.00
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10/10/07
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(342,100)
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2.7455
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10/11/07
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(174,200)
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2.7923
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10/12/07
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(536,000)
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2.50
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10/12/07
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(134,100)
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2.4978
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10/15/07
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(300,000)
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2.28
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10/16/07
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(438,600)
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2.25
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10/16/07
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(70,000)
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2.47
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10/17/07
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(1,300)
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2.45
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