Edgar Filing: BRONSON STEVEN N

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BRONSON STEVEN N

2. Issuer Name and Ticker or Trading Symbol
BKF CAPITAL GROUP INC [BKFG]

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

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

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2009

(Street)

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
Common Stock	02/04/2009		J		3,921,151 ⁽¹⁾	D	$ 0	278,947 ⁽⁶⁾	D
Common Stock	02/04/2009		J		425,445 ⁽²⁾	A	$ 0	704,392 ⁽⁶⁾	D
Common Stock	02/04/2009		J		2,953,956 ⁽³⁾	A	$ 0	2,953,956 ⁽⁶⁾	D
Common Stock	02/04/2009		J		113,713 ⁽⁴⁾	A	$ 0	3,067,669 ⁽⁷⁾	D
Common Stock	02/04/2009		P		2,500 ⁽⁵⁾	A	$ 1.01	3,100,170 ⁽⁷⁾	D
Common Stock	02/04/2009		P		256,800 ⁽⁵⁾	A	$ 0.95	3,326,969 ⁽⁷⁾	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
BRONSON STEVEN N	X	X	President
Catalyst Fund, L.P. 100 MILL PLAIN RD. DANBURY, CT 06811		X
Catalyst Fund, G.P., LLC. 100 MILL PLAIN RD DANBURY, CT 06811		X

Signatures

Steven N. Bronson		02/04/2009
^**Signature of Reporting Person		Date
Catalyst Fund, L.P.		02/04/2009
^**Signature of Reporting Person		Date
Catalyst Fund, G.P., LLC		02/04/2009
^**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)	On February 4, 2009, the Catalyst Fund, L.P. distributed its 3,921,151 shares of BKF Capital Group, Inc. to its general partner and limited partners.
(2)	On February 4, 2009, Catalyst Fund, G.P., LLC received a distribution of 425,445 shares of BKF Capital Group, Inc. from the Catalyst Fund, L.P. Catalyst Fund, G.P., LLC immediately distributed these shares to its sole member Steven N. Bronson.
(3)	On February 4, 2009, Steven N. Bronson, in a joint account with his spouse, received a distribution of 2,249,564 shares of BKF Capital Group, Inc. from the Catalyst Fund, L.P. and 425,445 shares of BKF Capital Group, Inc. from the Catalyst Fund, G.P., LLC.
(4)	On February 4, 2009, the Catalyst Financial, LLC Profit Sharing Plan F/B/O Steven N. Bronson and Kimberly Bronson (the "Plan") recevied a distribution of 113,713 shares of BKF Capital Group, Inc. from the Catalyst Fund, L.P. Steven N. Bronson is the trustee of the Plan.
(5)	These shares were purchased by Mr. Bronson in a joint account with his spouse.
(6)	These shares are owned by Steven N. Bronson and his spouse.
(7)	These shares are owned by Mr. Bronson and his spouse, except for the 113,713 shares held by the Plan.

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