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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEVAN ALAN B 2100 WEST CYPRESS CREEK ROAD FORT LAUDERDALE, FL 33309 |
X | X | Chairman, CEO |
/s/ John K. Grelle, Executive Vice President and Chief Financial Officer, Woodbridge Holdings Corporation, Attorney-in-Fact for Alan B. Levan | 09/23/2009 | |
**Signature of Reporting Person | Date |
* | 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 September 21, 2009, the issuer was merged with and into a wholly-owned subsidiary of BFC Financial Corporation ("BFC") and each oustanding share of the issuer's Class A Common Stock (other than shares owned by BFC) was converted into the right to receive 3.47 shares of BFC's Class A Common Stock. Prior to the merger, BFC owned shares of the issuer's Class A Common Stock and Class B Common Stock representing approximately 24% of the issuer's total common equity and 59% of the issuer's total voting power. |
(2) | Exchanged in the merger for an aggregate of 68,794 shares of BFC's Class A Common Stock. On the effective date of the merger, the closing price of BFC's Class A Common Stock, as quoted on the Pink Sheets Electronic Quotation System, was $0.41 per share. |
(3) | The reporting person was deemed to beneficially own the 3,735,391 shares of the issuer's Class A Common Stock which were owned by BFC as well as the 243,807 shares of the issuer's Class B Common Stock which were owned by BFC and were convertible on a share-for-share basis into the issuer's Class A Common Stock at any time in BFC's discretion. The shares of the issuer's Class A Common Stock and Class B Common Stock owned by BFC were canceled in the merger without any consideration therefor. |