FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/21/2009 |
3. Issuer Name and Ticker or Trading Symbol
BFC FINANCIAL CORP [ BFCF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock, par value $0.01 per share | 4,843(1)(2) | D | |
Class B Common Stock, par value $0.01 per share | 0 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On September 21, 2009, Woodbridge Holdings Corporation ("Woodbridge") was merged with and into a wholly-owned subsidiary of the issuer and each oustanding share of Woodbridge's Class A Common Stock (other than shares owned by the issuer) was converted into the right to receive 3.47 shares of the issuer's Class A Common Stock. Effective upon consummation of the merger, the reporting person was appointed to serve as Executive Vice President of the issuer and as a member of the board of directors of the issuer. Additionally, in connection with the merger, the reporting person received 3,620 shares of the issuer's Class A Common Stock in exchange for the 1,043 shares of Woodbridge's Class A Common Stock that he owned on the effective date of the merger. The reporting person owned 1,223 shares of the issuer's Class A Common Stock prior to the merger. |
2. On the effective date of the merger, the closing price of the issuer's Class A Common Stock, as quoted on the Pink Sheets Electronic Quotation System, was $0.41 per share, and the closing price of Woodbridge's Class A Common Stock, as quoted on the Pink Sheets Electronic Quotation System, was $1.40 per share. |
/s/ John K. Grelle, Executive Vice President and Chief Financial Officer, BFC Financial Corporation, Attorney-in-Fact for Seth M. Wise | 09/23/2009 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |