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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 | ||||||||
Stock Option (right to buy) | $ 5.84 | 04/02/2013 | D | 100,000 | 10/09/2008 | 10/09/2013 | Common Stock | 100,000 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MALONEY JOHN 4960 CONFERENCE WAY NORTH SUITE 100 BOCA RATON, FL 33431 |
Chief Executive Officer |
Anthony M. Puleo as Attorney-in-fact for John Maloney | 04/03/2013 | |
**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) | Disposed of pursuant to merger agreement between the issuer, BFC Financial Corporation, Woodbridge Holdings, LLC and BXG Florida Corporation in exchange for a cash payment of $10 per share. |
(2) | All shares of the issuer's Common Stock owned by the reporting person at the effective time of the merger were directly owned. The reporting person's most recent Form 4, filed on November 15, 2011, reported that the reporting person held 7,139 shares of the issuer's Common Stock indirectly through the issuer's 401(k) plan. All shares of the issuer's Common Stock held in the 401(k) plan were liquidated during November and December 2011 in connection with the plan administrator's decision to mandate the liquidation of those shares. The liquidation was not a volitional transaction on the part of the reporting person. |
(3) | This option was canceled in the merger in exchange for an aggregate cash payment of $416,000, representing the difference between the $10 per share merger consideration and the exercise price of the option, multiplied by the number of shares subject to the option. |